Model Form of Offshore Operating Agreement
AAPL MODEL FORM 710-2002
(November 2002)
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Model Form of Offshore Operating Agreement
INSTRUCTIONS AND GUIDELINES FOR
COMPLETING OFFSHORE OPERATING AGREEMENTS
[These instructions and guidelines refer to every blank and optional or alternative provision in the model
form to be considered by users in preparation of their agreements. Users should seek the advice of
counsel to ensure that the selections and completed provisions are applicable, reflect the actual intent of
the Parties, and are proper under the prevailing business circumstances. It is suggested that those
optional or alternative provisions not desired in an agreement be deleted or stricken in their entirety.]
1. Title - Fill in pertinent information (e.g. area name, block(s), state, etc.).
2. Preliminary Recitals - Enter effective date.
3. Article 2.8 - select Option 1 or 2.
4. Article 2.10(c) - Fill in minimum footage distances for Exploratory Operation determination.
5. Article 2.33 - Fill in minimum number of Parties and minimum percent approval required for
Producible Well determination.
6. Article 3.1 - Indicate which Exhibits are attached to the Agreement by checking the applicable
box.
7. Article 4.1 - Fill in Operator name where required.
8. Article 4.2 - Fill in minimum number of Participating Parties and minimum Participating Interest
approval required to appoint a substitute Operator.
9. Article 4.2.4 - Fill in number of days within which the Parties shall execute appropriate forms
redesignating Operator.
10. Article 4.4 - Fill in minimum percent approval required to remove Operator.
11. Article 4.4(d) - Fill in number of days Operator has to cure breach after notice.
12. Article 4.3(e) Optional - Check the box if this optional Article is desired. If this option is selected,
fill in minimum percent of Working Interest transferred by Operator that triggers vote for Operator
removal.
13. Article 4.4 - Fill in minimum number of days within which to vote to remove Operator.
14. Article 4.5 - Fill in minimum number of Parties and minimum percent approval required to select
successor Operator. Also, fill in minimum percent approval required to select successor
Operator, not counting the resigning or removed Operator’s vote.
15. Article 5.7 - Fill in maximum age of a drilling contract for it to be deemed a competitive contract.
16. Article 5.9.2 - Fill in minimum number of hours required of Operator to provide certain well
information.
17. Article 5.9.7 - Fill in minimum number of hours required of Operator to provide advanced notice
for logging, coring, testing, etc.
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Model Form of Offshore Operating Agreement
18. Article 6.1.2 - Fill in minimum number of Parties and minimum percent voting interest required to
approve matters.
19. Article 6.1.4 - Fill in minimum percent voting interest required to call meetings. Also, fill in
minimum number of required advanced notice days to call meetings.
20. Article 7.3 Optional - Check the box at end of this Article if the optional term for confidentiality is
desired. Also, if this option is selected, fill in the appropriate number of years.
21. Article 7.4(i) Optional - Check the box if this optional Article is desired.
22. Article 8.2 - Fill in maximum dollar amount for operations or single expenditures, above which
requires an AFE for approval. Fill in maximum dollar amount for operations or single
expenditures, above which requires an informational AFE. Also, fill in the maximum percent and
maximum dollars allowed for overexpenditures, above which requires a supplemental AFE for
informational purposes.
23. Article 8.6 (Exhibit “I”) - Choose the appropriate version of Article 8.6 based on the geographic
location of Lease, either (a) Texas, Mississippi, Alabama, or Florida or (b) Louisiana.
24. Article 8.6.1.7 - Fill in name of Trustee.
25. Article 8.7 Optional - Check the box if this optional Article is desired. If this option is selected, fill
in maximum percent and maximum dollars allowed for Overexpenditures, above which amount
requires a Supplemental AFE for approval. Also, fill in maximum number of days in which to vote
following receipt of a Supplemental AFE and indicate whether the time is inclusive or exclusive of
Saturdays, Sundays and federal holidays.
26. Article 9.3.1 - Fill in maximum number of days in which to vote following receipt of an AFE for a
Platform and/or Development Facilities.
27. Article 9.3.2 - Fill in maximum number of days in which to vote following receipt of a well AFE
other than proposals for multiple operations. Also, fill in maximum number of hours in which to
vote if a rig is on location, and indicate whether that time is inclusive or exclusive of Saturdays,
Sundays and federal holidays.
28. Article 9.3.3 - Fill in maximum number of days in which to vote for a proposal taking precedence,
and the number of hours in which to vote for the subsequent operation following completion of the
previously approved operation.
29. Article 9.3.4 - Fill in maximum number of days in which to respond following receipt of notice for
all other matters.
30. Article 9.6 - Fill in days within which an approved well must be commenced. Fill in the number of
Participating Parties and vote necessary to select substitute Operator in the event Operator fails
to commence the approved well as well as the minimum percent approval required, not counting
Operator. Also, fill in maximum number of days that can pass without commencement that trigger
the approval being deemed withdrawn.
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Model Form of Offshore Operating Agreement
31. Article 9.7 - Fill in days within which an approved Platform/Development Facilities operation must
be commenced. Fill in number of Participating Parties and vote necessary to select substitute
Operator in the event Operator fails to commence the operation, as well as the minimum percent
approval required, not counting Operator. Also, fill in maximum number of days that can pass
without commencement that trigger the approval being deemed withdrawn.
32. Articles 10.2 and 11.2 - Fill in maximum number of days in which to submit a “counterproposal”
following receipt of original proposal.
33. Articles 10.4 and 11.4 - Fill in minimum number of Parties and minimum percent of interest
required to participate in a proposal in order to trigger this provision. Also, fill in maximum number
of hours in which to make an election following receipt of notice, and indicate whether that time is
inclusive or exclusive of Saturdays, Sundays, and federal holidays. Also, in a two-party
agreement, fill in minimum percent of interest required to carry out the proposed operation.
34. Articles 10.5 and 11.5 - Fill in required minimum number of Parties and minimum percent of
interest needed to carry out the proposed operation. Also, fill in maximum number of hours
following receipt of notice in which to make an election to pick up additional interest, and indicate
whether that time is inclusive or exclusive of Saturdays, Sundays, and federal holidays. In
addition, check the box at end of these Articles if these “Optional Provisions” are desired.
35. Articles 10.8.1 and 11.8.1 - Indicate whether that time is inclusive or exclusive of Saturdays,
Sundays, and federal holidays. Also, fill in maximum number of hours to propose another
operation following receipt of Operator’s notice, and indicate whether that time is inclusive or
exclusive of Saturdays, Sundays, and federal holidays.
36. Articles 10.8.2 and 11.8.2 - Fill in required minimum number of Parties and minimum percent of
interest. Also, for the operations listed under the Priority Ranking, indicate operational priority by
inserting a “1” (for highest priority) in the blank space to the left of the identified operation that the
Parties desire to be ranked as the highest priority, then a “2” in the blank space to the left of the
desired next or second highest priority operation, then a “3” for the next, and so on. In addition, for
Completing Above the Objective Horizon and Deepening Operations, indicate whether the
deepest or shallowest proposed depth takes precedence.
37. Articles 10.8.3 and 11.8.3 - Fill in minimum number of Parties and minimum percent of interest.
Also, fill in maximum number of hours in which to make an election following receipt of notice, and
indicate whether that time is inclusive or exclusive of Saturdays, Sundays, and federal holidays.
38. Articles 10.8.4 and 11.8.4 - Fill in required minimum number of Parties and minimum percent of
interest. Also, fill in maximum number of hours following receipt of notice in which to make an
election to pick up additional interest, and indicate whether that time is inclusive or exclusive of
Saturdays, Sundays, and federal holidays. In addition, check the box at end of these Articles if
these “Optional Provisions” are desired.
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Model Form of Offshore Operating Agreement
39. Articles 10.8.6 Optional and 11.8.6 Optional - Check the box if these optional Articles are
desired.
40. Article 12.1 - Check the preferred Alternative (1, 2 or 3). Also, if Alternative No. 2 is selected,
then fill in the minimum number of Parties and minimum percent voting interest required to
approve the operation.
41. Article 12.2 - Fill in the maximum number of days in which to submit a “counterproposal” following
receipt of original proposal.
42. Article 12.2.2 - Fill in minimum number of Parties and minimum percent of interest required to
participate in a proposal in order to trigger this provision. Additionally, fill in maximum number of
hours in which to make an election following receipt of notice, and indicate whether that time is
inclusive or exclusive of Saturdays, Sundays, and federal holidays. Also, in a two-party
agreement, fill in minimum percent of interest required to carry out the proposed operation.
43. Article 12.2.3 - Fill in required minimum number of Parties and minimum percent of interest.
Also, fill in maximum number of hours following receipt of notice in which to make an election to
pick up additional interest, and indicate whether that time is inclusive or exclusive of Saturdays,
Sundays, and federal holidays.
44. Article 12.3 - Select Alternative No. 1, or No. 2.
45. Article 12.4 - Select the appropriate text based on the Alternative selected for Articles 12.1 &
12.2. Fill in number of days a Separately Disposing Party has to provide proof that it has entered
into fabrication and transportation contracts for disposition of its production, as well as the penalty
percentage said Party must suffer for failure to do so. Additionally, provide the agreed upon
number of days that Party remains liable for expanded or modified Development Facilities for
which it bears 100% of the costs of constructing, installing and commissioning (there are two
blanks dealing with this time period; the number of days included in the second blank should be
one more than the number of days included in the first blank).
46. Article 12.5 - Fill in the minimum percent approval needed to expand or modify a Platform and/or
Development Facilities.
47. Article 12.6 - Fill in minimum number of Parties and minimum percent Participating Interest
required in order to cause Operator to seek out Third Party Facilities.
48. Article 13.1.4 - Fill in minimum footage distances for both oil-well and gas-well completions for
determining whether Non-consent Operations can be conducted in a Producible Reservoir.
49. Articles 13.2.1(a), (b) and (c) - Fill in percentages for non-consent recoupment.
50. Article 13.3 - Select inclusive or exclusive of Saturday, Sundays, and federal holidays.
51. Article 13.4(d) - Fill in desired percentages for applying depreciation/amortization.
52. Article 13.6 - Select at least one of the two alternatives under this Article by checking the desired
box. If Alternative No. 2 is selected, fill in required minimum number of Parties and minimum
percent of interest necessary to perform a Rework in a “Production Interval.”
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Model Form of Offshore Operating Agreement
53. Article 13.9.1(a) - Fill in percent amount to charge for Platform usage based on total Platform
cost. Also, fill in the percent that the total Platform cost can be depreciated on a monthly basis,
and the total percent amount of original Platform costs that the total depreciated amount shall not
exceed.
54. Article 13.9.1(b) - Fill in percent of total Development Facilities cost that can be depreciated on a
monthly basis, and the total percent amount of original Development Facilities costs that the total
depreciated amount shall not exceed.
55. Article 14.5 - Fill in dollar amounts indicating limits to which Operator can and cannot dispose of
surplus material.
56. Article 15.1 - Fill in minimum and maximum number of days required for a notice of withdrawal to
become effective.
57. Article 15.2.1(c) - Fill in maximum number of days within which all activities must cease on a
Lease and Working Interest must be relinquished to the MMS upon unanimous withdrawal.
58. Article 15.2.1(d) (1) - Fill in maximum number of days Operator has in which to furnish cost for
abandonment to other Parties upon unanimous withdrawal decision.
59. Article 15.2.3 - Fill in maximum number of days in which a non-withdrawing Party has to accept
the Withdrawing Party’s Working Interest.
60. Article 19.3 - Fill in maximum expenditure rights Operator has to settle claims.
61. Article 19.9 Optional - Select this optional procedure if desired.
62. Article 20.1 - Select either Alternative 1 (Election Out of Tax Partnership) or Alternative 2
(Election to be Taxed as a Partnership).
63. Article 23.1 - Fill in name of applicable state.
64. Article 26.2 Optional - Check the box if this optional Article is desired.
65. Article 26.2.1 Optional - If optional Article 26.2 selected, then select this optional provision to
cause a package sale of properties to have an allocation of value designated to the Lease.
66. Article 26.2.2 - If optional Article 26.2 selected, then fill in maximum number of days a notified
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Party has to exercise its preferential rights to purchase (also use this number for the 3 blank of
the Article). Fill in maximum number of days in which the non-assigning Parties have to agree to
acquire all of the Transfer of Interest, or forfeit their rights to acquire. Additionally, fill in the
maximum number of days in which the Parties exercising their preferential right to purchase must
conclude the Transfer of Interest.
67. Article 26.2.3 - If optional Article 26.2 selected, then determine whether Options 1, 2 and 3 are
desirable as exceptions to a trigger of a Preferential Right to Purchase. Also, (6) is to be
completed by determining the number of years an Affiliate of a Transferring Party must remain an
Affiliate; failure to so remain resulting in the obligation of the Affiliate to reassign its interest to the
Transferring Party.
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Model Form of Offshore Operating Agreement
68. Article 26.2.4 - If optional Article 26.2 selected, then fill in maximum number of months within
which a Transfer of Interest must be filed of record with the MMS.
69. Miscellaneous - Include (i) a signature page for execution by the Parties and (ii) (optional) an
acknowledgment page.
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Model Form of Offshore Operating Agreement
CAUTION: THIS SUGGESTED MODEL FORM MAY NOT CONTAIN ALL PROVISIONS REQUIRED BY
PARTIES ENGAGED IN OFFSHORE OPERATIONS. IN ADDITION, THE MODEL FORM CONTAINS
NUMEROUS PROVISIONS THAT MUST BE COMPLETED BY INSERTING APPROPRIATE TIME
PERIODS, DOLLAR AMOUNTS, NUMBERS OF PARTIES, AND VOTING REQUIREMENTS, AND EACH
PARTY MUST DETERMINE APPROPRIATE INSERTS FOR ITS PARTICULAR SITUATION OR
APPLICATION. THIS IS ESPECIALLY CRITICAL FOR THE VOTING REQUIREMENTS AND ELECTION
PROCEDURES. USERS OF THE MODEL FORM OR PORTIONS OR VARIATIONS THEREOF SHOULD
SEEK THE ADVICE OF COUNSEL TO ENSURE THAT THE AGREEMENT REFLECTS THE ACTUAL
INTENT OF THE PARTIES AND IS PROPER UNDER THE APPLICABLE BUSINESS
CIRCUMSTANCES. USE OF THE FORM OR A PORTION OR VARIATION THEREOF SHALL BE AT
THE SOLE DISCRETION, RISK, AND LIABILITY OF THE USER PARTIES. AMERICAN ASSOCIATION
OF PROFESSIONAL LANDMEN DISCLAIMS ANY AND ALL INTERESTS OR LIABILITY WHATSOEVER
FOR LOSS OR DAMAGES THAT MAY RESULT FROM USE OF THE FORM OR PORTIONS OR
VARIATIONS THEREOF.
TABLE OF CONTENTS
TABLE OF CONTENTS ............................................................................................................................... 1
WITNESSETH: ............................................................................................................................................. 7
ARTICLE 1 APPLICATION.......................................................................................................................... 7
1.1 APPLICATION TO EACH LEASE ............................................................................................................. 7
ARTICLE 2 DEFINITIONS ........................................................................................................................... 7
2.1 ADDITIONAL TESTING.......................................................................................................................... 7
2.2 AFFILIATE .......................................................................................................................................... 7
2.3 AUTHORIZATION FOR EXPENDITURE (AFE) .......................................................................................... 8
2.4 COMPLETE, COMPLETING, COMPLETION .............................................................................................. 8
2.5 COMPLETION EQUIPMENT ................................................................................................................... 8
2.6 CONFIDENTIAL DATA .......................................................................................................................... 8
2.7 DEEPEN, DEEPENING ......................................................................................................................... 8
2.8 DEVELOPMENT FACILITIES .................................................................................................................. 8
2.9 DEVELOPMENT OPERATION ................................................................................................................ 8
2.10 DEVELOPMENT W ELL ..................................................................................................................... 9
2.11 EXPLORATORY OPERATION ............................................................................................................ 9
2.12 EXPLORATORY W ELL ..................................................................................................................... 9
2.13 EXPORT PIPELINES ........................................................................................................................ 9
2.14 FORCE MAJEURE ........................................................................................................................... 9
2.15 HYDROCARBONS ............................................................................................................................ 9
2.16 JOINT ACCOUNT ............................................................................................................................. 9
2.17 LEASE ........................................................................................................................................... 9
2.18 MMS ............................................................................................................................................. 9
2.19 NON-CONSENT OPERATION .......................................................................................................... 10
2.20 NON-CONSENT PLATFORM............................................................................................................ 10
2.21 NON-CONSENT W ELL ................................................................................................................... 10
2.22 NON-OPERATOR........................................................................................................................... 10
2.23 NON-PARTICIPATING PARTY ......................................................................................................... 10
2.24 NON-PARTICIPATING PARTY’S SHARE ........................................................................................... 10
2.25 OBJECTIVE DEPTH ....................................................................................................................... 10
2.26 OBJECTIVE HORIZON ................................................................................................................... 10
2.27 OFFSITE HOST FACILITIES ............................................................................................................ 10
2.28 OPERATOR .................................................................................................................................. 10
2.29 PARTICIPATING INTEREST ............................................................................................................. 10
2.30 PARTICIPATING PARTY ................................................................................................................. 10
2.31 PLATFORM ................................................................................................................................... 11
2.32 PRODUCIBLE RESERVOIR ............................................................................................................. 11
2.33 PRODUCIBLE W ELL ...................................................................................................................... 11
2.34 PRODUCTION INTERVAL ................................................................................................................ 11
2.35 RECOMPLETE, RECOMPLETING, RECOMPLETION ........................................................................... 11
2.36 REWORK, REWORKING................................................................................................................. 11
2.37 SIDETRACK, SIDETRACKING .......................................................................................................... 11
2.38 TAKE-IN-KIND FACILITIES ............................................................................................................. 12
2.39 TRANSFER OF INTEREST............................................................................................................... 12
2.40 W ORKING INTEREST..................................................................................................................... 12
ARTICLE 3 EXHIBITS ............................................................................................................................... 12
3.1 EXHIBITS .......................................................................................................................................... 12
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Model Form of Offshore Operating Agreement
3.1.1 Exhibit “A” .............................................................................................................................. 12
3.1.2 Exhibit “B” .............................................................................................................................. 12
3.1.3 Exhibit “C” .............................................................................................................................. 12
3.1.4 Exhibit “D” .............................................................................................................................. 12
3.1.5 Exhibit “E” .............................................................................................................................. 12
3.1.6 Exhibit “F” .............................................................................................................................. 12
3.1.7 Exhibit “G” .............................................................................................................................. 12
3.1.8 Exhibit “H” .............................................................................................................................. 13
3.1.9 Exhibit “I”................................................................................................................................ 13
3.2 CONFLICTS ...................................................................................................................................... 13
ARTICLE 4 OPERATOR ........................................................................................................................... 13
4.1 OPERATOR ...................................................................................................................................... 13
4.2 SUBSTITUTE OPERATOR ................................................................................................................... 13
4.2.1 Circumstances Under Which the Operator Must Conduct a Non-Consent Operation .......... 14
4.2.2 Operator’s Conduct of a Non-Consent Operation in Which it is a Non-participating Party ... 14
4.2.3 Appointment of a Substitute Operator ................................................................................... 14
4.2.4 Redesignation of Operator .................................................................................................... 14
4.3 RESIGNATION OF OPERATOR ............................................................................................................ 14
4.4 REMOVAL OF OPERATOR .................................................................................................................. 15
4.5 SELECTION OF SUCCESSOR .............................................................................................................. 16
4.6 EFFECTIVE DATE OF RESIGNATION OR REMOVAL ............................................................................... 16
4.7 DELIVERY OF PROPERTY .................................................................................................................. 16
ARTICLE 5 AUTHORITY AND DUTIES OF OPERATOR ........................................................................ 17
5.1 EXCLUSIVE RIGHT TO OPERATE ........................................................................................................ 17
5.2 W ORKMANLIKE CONDUCT ................................................................................................................. 17
5.3 LIENS AND ENCUMBRANCES .............................................................................................................. 17
5.4 EMPLOYEES AND CONTRACTORS ...................................................................................................... 17
5.5 RECORDS ........................................................................................................................................ 17
5.6 COMPLIANCE .................................................................................................................................... 18
5.7 CONTRACTORS ................................................................................................................................ 18
5.8 GOVERNMENTAL REPORTS ............................................................................................................... 18
5.9 INFORMATION TO PARTICIPATING PARTIES......................................................................................... 18
5.10 INFORMATION TO NON-PARTICIPATING PARTIES ............................................................................ 19
ARTICLE 6 VOTING AND VOTING PROCEDURES ................................................................................ 19
6.1 VOTING PROCEDURES ...................................................................................................................... 19
6.1.1 Voting Interest ....................................................................................................................... 19
6.1.2 Vote Required ........................................................................................................................ 19
6.1.3 Votes ..................................................................................................................................... 20
6.1.4 Meetings ................................................................................................................................ 20
ARTICLE 7 ACCESS ................................................................................................................................. 20
7.1 ACCESS TO LEASE ........................................................................................................................... 20
7.2 REPORTS ......................................................................................................................................... 20
7.3 CONFIDENTIALITY ............................................................................................................................. 21
7.4 LIMITED DISCLOSURE ....................................................................................................................... 21
7.5 LIMITED RELEASES TO OFFSHORE SCOUT ASSOCIATION .................................................................... 22
7.6 MEDIA RELEASES ............................................................................................................................. 22
ARTICLE 8 EXPENDITURES .................................................................................................................... 22
8.1 BASIS OF CHARGE TO THE PARTIES .................................................................................................. 22
8.2 AFES .............................................................................................................................................. 22
8.3 EMERGENCY AND REQUIRED EXPENDITURES ..................................................................................... 23
8.4 ADVANCE BILLINGS .......................................................................................................................... 23
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Model Form of Offshore Operating Agreement
8.5 COMMINGLING OF FUNDS .................................................................................................................. 23
8.6 SECURITY RIGHTS (TX-MS-AL-FL OR LA) ........................................................................................ 23
8.7 OVEREXPENDITURES ........................................................................................................................ 23
ARTICLE 9 NOTICES ................................................................................................................................ 24
9.1 GIVING AND RECEIVING NOTICES ...................................................................................................... 24
9.2 CONTENT OF NOTICE ........................................................................................................................ 25
9.3 RESPONSE TO NOTICES ................................................................................................................... 25
9.3.1 Platform and/or Development Facilities Proposals ................................................................ 25
9.3.2 Well Proposals ....................................................................................................................... 25
9.3.3 Proposal for Multiple Operations ........................................................................................... 26
9.3.4 Other Matters ......................................................................................................................... 26
9.4 FAILURE TO RESPOND ...................................................................................................................... 26
9.5 RESPONSE TO COUNTERPROPOSALS ................................................................................................ 26
9.6 TIMELY W ELL OPERATIONS .............................................................................................................. 26
9.7 TIMELY PLATFORM/DEVELOPMENT FACILITIES OPERATIONS .............................................................. 26
ARTICLE 10 EXPLORATORY OPERATIONS .......................................................................................... 27
10.1 PROPOSING OPERATIONS ............................................................................................................ 27
10.2 COUNTERPROPOSALS .................................................................................................................. 27
10.3 OPERATIONS BY ALL PARTIES ...................................................................................................... 28
10.4 SECOND OPPORTUNITY TO PARTICIPATE ...................................................................................... 28
10.5 OPERATIONS BY FEWER THAN ALL PARTIES ................................................................................. 28
10.6 EXPENDITURES APPROVED........................................................................................................... 29
10.7 CONDUCT OF OPERATIONS ........................................................................................................... 29
10.8 COURSE OF ACTION AFTER REACHING OBJECTIVE DEPTH............................................................. 29
10.8.1 Election by Participating Parties ............................................................................................ 29
10.8.2 Priority of Operations ............................................................................................................. 29
10.8.3 Second Opportunity to Participate ......................................................................................... 30
10.8.4 Operations by Fewer Than All Parties ................................................................................... 30
10.8.5 Subsequent Operations ......................................................................................................... 31
10.8.6 Restoration of Damaged Well................................................................................................ 31
10.9 W ELLS PROPOSED BELOW DEEPEST PRODUCIBLE RESERVOIR ..................................................... 32
ARTICLE 11 DEVELOPMENT OPERATIONS.......................................................................................... 33
11.1 PROPOSING OPERATIONS ............................................................................................................ 33
11.2 COUNTERPROPOSALS .................................................................................................................. 33
11.3 OPERATIONS BY ALL PARTIES ...................................................................................................... 33
11.4 SECOND OPPORTUNITY TO PARTICIPATE ...................................................................................... 33
11.5 OPERATIONS BY FEWER THAN ALL PARTIES ................................................................................. 34
11.6 EXPENDITURES APPROVED........................................................................................................... 34
11.7 CONDUCT OF OPERATIONS ........................................................................................................... 35
11.8 COURSE OF ACTION AFTER REACHING OBJECTIVE DEPTH............................................................. 35
11.8.1 Election by Fewer Than All Parties ........................................................................................ 35
11.8.2 Priority of Operations ............................................................................................................. 35
11.8.3 Second Opportunity to Participate ......................................................................................... 36
11.8.4 Operations by Fewer Than All Parties ................................................................................... 36
11.8.5 Subsequent Operations ......................................................................................................... 37
11.8.6 Restoration of Damaged Well................................................................................................ 37
ARTICLE 12 PLATFORM AND DEVELOPMENT FACILITIES ................................................................ 38
12.1 PROPOSAL (ALTERNATIVE 1) ........................................................................................................ 38
12.2 COUNTERPROPOSALS (ALTERNATIVE 1) ........................................................................................ 38
12.1 PROPOSAL (ALTERNATIVE 2) ........................................................................................................ 39
12.2 COUNTERPROPOSALS (ALTERNATIVE 2) ........................................................................................ 39
12.1 PROPOSAL (ALTERNATIVE 3) ........................................................................................................ 39
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Model Form of Offshore Operating Agreement
12.2 COUNTERPROPOSALS (ALTERNATIVE 3) ........................................................................................ 39
12.2.1 Operations by All Parties (Alternative 3) ................................................................................ 40
12.2.2 Second Opportunity to Participate (Alternative 3) ................................................................. 40
12.2.3 Operations by Fewer Than All Parties (Alternative 3) ........................................................... 40
12.3 OWNERSHIP AND USE OF THE PLATFORM AND DEVELOPMENT FACILITIES ...................................... 41
12.4 RIGHTS TO TAKE IN KIND .............................................................................................................. 42
12.5 EXPANSION OR MODIFICATION OF A PLATFORM AND/OR DEVELOPMENT FACILITIES ......................... 43
12.6 OFFSITE HOST FACILITIES ............................................................................................................ 43
ARTICLE 13 NON-CONSENT OPERATIONS .......................................................................................... 44
13.1 NON-CONSENT OPERATIONS ........................................................................................................ 44
13.1.1 Non-interference .................................................................................................................... 44
13.1.2 Multiple Completion Limitation ............................................................................................... 44
13.1.3 Metering ................................................................................................................................. 44
13.1.4 Non-consent Well .................................................................................................................. 44
13.1.5 Cost Information .................................................................................................................... 45
13.1.6 Completions ........................................................................................................................... 45
13.2 RELINQUISHMENT OF INTEREST .................................................................................................... 45
13.2.1 Production Reversion Recoupment ....................................................................................... 46
13.2.2 Non-production Reversion ..................................................................................................... 46
13.3 DEEPENING OR SIDETRACKING OF NON-CONSENT W ELL ............................................................... 47
13.4 DEEPENING OR SIDETRACKING COST ADJUSTMENTS ..................................................................... 47
13.5 SUBSEQUENT OPERATIONS IN NON-CONSENT W ELL ..................................................................... 48
13.6 OPERATIONS IN A PRODUCTION INTERVAL ..................................................................................... 48
13.7 OPERATIONS UTILIZING A NON-CONSENT PLATFORM AND/OR DEVELOPMENT FACILITIES ................ 48
13.8 DISCOVERY OR EXTENSION FROM NON-CONSENT DRILLING ........................................................... 49
13.9 ALLOCATION OF PLATFORM/DEVELOPMENT FACILITIES COSTS TO NON-CONSENT OPERATIONS ...... 50
13.9.1 Charges ................................................................................................................................. 50
13.9.2 Operating and Maintenance Charges .................................................................................... 51
13.10 ALLOCATION OF COSTS BETWEEN ZONES ..................................................................................... 51
13.11 LEASE MAINTENANCE OPERATIONS .............................................................................................. 52
13.11.1 Participation in Lease Maintenance Operations ................................................................ 52
13.11.2 Accounting for Non-participation ....................................................................................... 52
13.12 RETENTION OF LEASE BY NON-CONSENT W ELL............................................................................. 53
13.13 NON-CONSENT PREMIUMS ........................................................................................................... 53
ARTICLE 14 ABANDONMENT, SALVAGE, AND SURPLUS .................................................................. 54
14.1 PLATFORM SALVAGE AND REMOVAL COSTS .................................................................................. 54
14.2 ABANDONMENT OF PLATFORMS, DEVELOPMENT FACILITIES OR W ELLS .......................................... 54
14.3 ASSIGNMENT OF INTEREST. .......................................................................................................... 54
14.4 ABANDONMENT OPERATIONS REQUIRED BY GOVERNMENTAL AUTHORITY ...................................... 54
14.5 DISPOSAL OF SURPLUS MATERIAL ................................................................................................ 55
ARTICLE 15 WITHDRAWAL ..................................................................................................................... 55
15.1 RIGHT TO W ITHDRAW .................................................................................................................. 55
15.2 RESPONSE TO W ITHDRAWAL NOTICE ........................................................................................... 55
15.2.1 Unanimous Withdrawal.......................................................................................................... 56
15.2.2 No Additional Withdrawing Parties ........................................................................................ 56
15.2.3 Acceptance of the Withdrawing Parties’ Interests. ................................................................ 56
15.2.4 Effects of Withdrawal ............................................................................................................. 56
15.3 LIMITATION UPON AND CONDITIONS OF W ITHDRAWAL ................................................................... 57
15.3.1 Prior Expenses ...................................................................................................................... 57
15.3.2 Confidentiality ........................................................................................................................ 58
15.3.3 Emergencies and Force Majeure .......................................................................................... 58
ARTICLE 16 RENTALS, ROYALTIES, AND OTHER PAYMENTS .......................................................... 59
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Model Form of Offshore Operating Agreement
16.1 OVERRIDING ROYALTY AND OTHER BURDENS ............................................................................... 59
16.2 SUBSEQUENTLY CREATED INTEREST ............................................................................................ 59
16.3 PAYMENT OF RENTALS AND MINIMUM ROYALTIES .......................................................................... 60
16.4 NON-PARTICIPATION IN PAYMENTS ............................................................................................... 60
16.5 ROYALTY PAYMENTS .................................................................................................................... 60
ARTICLE 17 TAXES .................................................................................................................................. 60
17.1 PROPERTY TAXES ........................................................................................................................ 60
17.2 CONTEST OF PROPERTY TAX VALUATION ...................................................................................... 61
17.3 PRODUCTION AND SEVERANCE TAXES .......................................................................................... 61
17.4 OTHER TAXES AND ASSESSMENTS ............................................................................................... 61
ARTICLE 18 INSURANCE......................................................................................................................... 61
18.1 INSURANCE .................................................................................................................................. 61
18.2 BONDS ........................................................................................................................................ 61
ARTICLE 19 LIABILITY, CLAIMS, AND LAWSUITS ............................................................................... 62
19.1 INDIVIDUAL OBLIGATIONS ............................................................................................................. 62
19.2 NOTICE OF CLAIM OR LAWSUIT ..................................................................................................... 62
19.3 SETTLEMENTS ............................................................................................................................. 62
19.4 DEFENSE OF CLAIMS AND LAWSUITS ............................................................................................ 62
19.5 LIABILITY FOR DAMAGES .............................................................................................................. 63
19.6 INDEMNIFICATION FOR NON-CONSENT OPERATIONS ...................................................................... 63
19.7 DAMAGE TO RESERVOIR, LOSS OF RESERVES AND PROFIT ........................................................... 64
19.8 NON-ESSENTIAL PERSONNEL ....................................................................................................... 64
19.9 DISPUTE RESOLUTION PROCEDURE .............................................................................................. 64
ARTICLE 20 INTERNAL REVENUE PROVISION .................................................................................... 65
20.1 INTERNAL REVENUE PROVISION.................................................................................................... 65
20.2 INTERNAL REVENUE PROVISION.................................................................................................... 65
ARTICLE 21 CONTRIBUTIONS ................................................................................................................ 66
21.1 NOTICE OF CONTRIBUTIONS OTHER THAN ADVANCES FOR SALE OF PRODUCTION .......................... 66
21.2 CASH CONTRIBUTIONS ................................................................................................................. 66
21.3 ACREAGE CONTRIBUTIONS ........................................................................................................... 66
ARTICLE 22 DISPOSITION OF PRODUCTION ....................................................................................... 66
22.1 TAKE-IN-KIND FACILITIES ............................................................................................................. 66
22.2 DUTY TO TAKE IN KIND ................................................................................................................. 66
22.3 FAILURE TO TAKE OIL AND CONDENSATE IN KIND .......................................................................... 67
22.4 FAILURE TO TAKE GAS IN KIND ..................................................................................................... 67
22.5 EXPENSES OF DELIVERY IN KIND .................................................................................................. 68
ARTICLE 23 APPLICABLE LAW .............................................................................................................. 68
23.1 APPLICABLE LAW ......................................................................................................................... 68
ARTICLE 24 LAWS, REGULATIONS, AND NONDISCRIMINATION ...................................................... 68
24.1 LAWS AND REGULATIONS ............................................................................................................. 68
24.2 NONDISCRIMINATION .................................................................................................................... 68
ARTICLE 25 FORCE MAJEURE ............................................................................................................... 69
25.1 FORCE MAJEURE ......................................................................................................................... 69
ARTICLE 26 SUCCESSORS, ASSIGNS, [AND PREFERENTIAL RIGHTS] ........................................... 69
26.1 TRANSFER OF INTEREST............................................................................................................... 69
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Model Form of Offshore Operating Agreement
26.1.1 Exceptions to Transfer Notice ............................................................................................... 69
26.1.2 Effective Date of Transfer of Interest ..................................................................................... 69
26.1.3 Form of Transfer of Interest ................................................................................................... 70
26.1.4 Warranty ................................................................................................................................ 70
26.2 PREFERENTIAL RIGHT TO PURCHASE ............................................................................................ 70
26.2.1 Notice of Proposed Transfer of Interest................................................................................. 70
26.2.2 Exercise of Preferential Right to Purchase ............................................................................ 71
26.2.3 Transfer of Interest Not Affected by the Preferential Right to Purchase ............................... 71
26.2.4 Completion of Transfer of Interest ......................................................................................... 72
ARTICLE 27 ADMINISTRATIVE PROVISIONS ........................................................................................ 72
27.1 TERM .......................................................................................................................................... 72
27.2 W AIVER ....................................................................................................................................... 73
27.3 W AIVER OF RIGHT TO PARTITION .................................................................................................. 73
27.4 COMPLIANCE W ITH LAWS AND REGULATIONS ............................................................................... 73
27.4.1 Severance of Invalid Provisions ............................................................................................ 73
27.4.2 Fair and Equal Employment .................................................................................................. 74
27.5 CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT .......................................................... 74
27.5.1 Headings for Convenience .................................................................................................... 74
27.5.2 Article References ................................................................................................................. 74
27.5.3 Gender and Number .............................................................................................................. 74
27.5.4 Future References ................................................................................................................. 74
27.5.5 Currency ................................................................................................................................ 74
27.5.6 Optional Provisions ................................................................................................................ 74
27.5.7 Joint Preparation ................................................................................................................... 75
27.5.8 Integrated Agreement ............................................................................................................ 75
27.5.9 Binding Effect......................................................................................................................... 75
27.5.10 Further Assurances ........................................................................................................... 75
27.5.11 Counterpart Execution ...................................................................................................... 75
27.6 RESTRICTED BIDDING................................................................................................................... 75
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Model Form of Offshore Operating Agreement
OFFSHORE OPERATING AGREEMENT
THIS AGREEMENT, made effective the ______day of _____________________, 20_____, by the
signers hereof, their respective heirs, successors, legal representatives, and assigns, herein referred to
collectively as the “Parties” and individually as a “Party.”
WITNESSETH:
WHEREAS, the Parties own a leasehold interest in one or more oil and gas Leases identified in Exhibit “A”
and desire to explore, develop, produce, and operate those Leases pursuant to this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants in this Agreement, the
Parties agree as follows:
ARTICLE 1
APPLICATION
1.1 Application to Each Lease
This Agreement applies separately to each oil and gas Lease or portion thereof described in
Exhibit “A”.
ARTICLE 2
DEFINITIONS
2.1 Additional Testing
An operation not previously approved in the AFE and proposed for the specific purpose of
obtaining additional subsurface data.
2.2 Affiliate
For a person, another person that controls, is controlled by, or is under common control with that
person. In this definition, (a) “control” means the ownership by one person, directly or indirectly, of
more than fifty percent (50%) of the voting securities of a corporation or, for other persons, the
equivalent ownership interest (such as partnership interests), and (b) “person” means an
individual, corporation, partnership, trust, estate, unincorporated organization, association, or
other legal entity.
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Model Form of Offshore Operating Agreement
2.3 Authorization For Expenditure (AFE)
An authority to expend funds prepared by a Party to estimate the costs to be incurred in
conducting an operation under this Agreement.
2.4 Complete, Completing, Completion
An operation to complete a well for initial Hydrocarbon production in one or more Producible
Reservoirs, including, but not limited to, setting production casing, perforating the casing,
stimulating the well, installing Completion Equipment, and/or conducting production tests.
2.5 Completion Equipment
That certain equipment on an Exploratory Well or a Development Well required to be installed
prior to the movement of a well-completion rig off that well
(a) under 30 CFR 250.502, or any succeeding order or regulation issued by the MMS, up to
and including the tree, and
(b) by any other regulatory agency having jurisdiction, including, but not limited to, a caisson
and navigational aids.
2.6 Confidential Data
The information and data obtained under this Agreement, including, but not limited to, geological,
geophysical, and reservoir information; originals and copies of logs; core and core analysis; and
other well information including, but not limited to, the progress, tests, or results of a well drilled or
an operation conducted under this Agreement, except data or information that becomes public
other than by breach of this Agreement or as agreed to in writing by the Participating Parties.
2.7 Deepen, Deepening
A drilling operation conducted in an existing wellbore below the Objective Depth to which the well
was previously drilled.
2.8 Development Facilities
Production equipment other than Completion Equipment that is installed on or outside the Lease
in order to handle or process Hydrocarbon production. Development Facilities include, but are not
limited to,
(a) compression, separation, dehydration, generators, treaters, skimmers, bunkhouses and
metering equipment,
(b) the flowlines, gathering lines or lateral lines that deliver Hydrocarbons and water
1 from the Completion Equipment to the Platform or to Offsite Host Facilities, or
2 from the Platform to Export Pipelines; and
(c) injection and disposal wells.
Option 1 Development Facilities exclude Export Pipelines.
Option 2 Development Facilities include Export Pipelines.
2.9 Development Operation
An operation on the Lease other than an Exploratory Operation.
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Model Form of Offshore Operating Agreement
2.10 Development Well
A well or portion of a well proposed as a Development Operation.
2.11 Exploratory Operation
An operation that is conducted on the Lease and that is any of the following:
(a) proposed to Complete an Exploratory Well;
(b) proposed for an Objective Horizon that is not a Producible Reservoir; or
(c) proposed for an Objective Horizon that has a Producible Well, but that will be penetrated
at a location where the distance between the midpoint of the Objective Horizon to be
penetrated by the proposed operation and the midpoint of the same Objective Horizon
where it is actually penetrated by a Producible Well will be at least __________ (___) feet
for a gas Completion and at least (___) feet for an oil Completion.
2.12 Exploratory Well
A well or portion of a well proposed as an Exploratory Operation.
2.13 Export Pipelines
Pipelines to which a gathering line or lateral line downstream of the Platform and/or Development
Facilities or, if there is no Platform, the Completion Equipment, is connected and which are used
to transport Hydrocarbons or produced water to shore.
2.14 Force Majeure
An event or cause that is reasonably beyond the control of the Party claiming the existence of
such event or cause, which includes, but is not limited to, a flood, storm, hurricane, loop
current/eddy, or other act of God, a fire, loss of well control, oil spill, or other environmental
catastrophe, a war, terrorist act, a civil disturbance, a labor dispute, a strike, a lockout, compliance
with a law, order, rule, or regulation, governmental action or delay in granting necessary permits
or permit approvals, and the inability to secure materials or a rig.
2.15 Hydrocarbons
Oil and/or gas and associated liquid and gaseous by-products (except helium) which may be
produced from a wellbore located on the Lease.
2.16 Joint Account
This term has the same definition as the defined term “Joint Account” in Exhibit “C” (Accounting
Procedure).
2.17 Lease
Each oil and gas lease identified in Exhibit “A” and the lands covered by that lease.
2.18 MMS
The Minerals Management Service, United States Department of Interior, or its successor agency.
Where appropriate, the reference to MMS shall include the appropriate state agency.
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Model Form of Offshore Operating Agreement
2.19 Non-consent Operation
An operation conducted on the Lease by fewer than all Parties, which subjects the Non-
participating Party to Article 13 (Non-Consent Operations).
2.20 Non-consent Platform
A Platform owned by fewer than all Parties.
2.21 Non-consent Well
An Exploratory Well or a Development Well owned by fewer than all Parties.
2.22 Non-operator
A Party other than the Operator.
2.23 Non-participating Party
A Party other than a Participating Party.
2.24 Non-participating Party’s Share
The Participating Interest that a Non-participating Party would have had if all Parties had
participated in the operation.
2.25 Objective Depth
A depth sufficient to test the lesser of the Objective Horizon or the specific footage depth stated in
the AFE and approved by the Participating Parties.
2.26 Objective Horizon
The interval consisting of the deepest zone, formation, or horizon to be tested in an Exploratory
Well, Development Well, Deepening operation, or Sidetracking operation, as stated in the AFE
and approved by the Participating Parties.
2.27 Offsite Host Facilities
Development and handling facilities that (a) are located off the Lease and (b) are either owned by
one or more third parties or by one or more Participating Parties in a well, whose interests in the
development and handling facilities differ from their respective Working Interest shares in the well.
2.28 Operator
The Party designated in Article 4.1 (Designation of the Operator), a successor Operator selected
under Article 4.5 (Selection of Successor Operator), and, if applicable, a substitute Operator
selected under Article 4.2 (Substitute Operator).
2.29 Participating Interest
The percentage of the costs and risks of conducting an operation under this Agreement that a
Participating Party agrees, or is otherwise obligated, to pay and bear.
2.30 Participating Party
A Party that executes an AFE for a proposed operation or otherwise agrees, or becomes liable, to
pay and bear a share of the costs and risks of conducting an operation under this Agreement.
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Model Form of Offshore Operating Agreement
2.31 Platform
An offshore structure on the Lease that supports Wells, Completion Equipment, or Development
Facilities, whether fixed, compliant, or floating, and the components of that structure, including,
but not limited to, caissons or well protectors to the extent same are not Completion Equipment,
rising above the water line and used for the exploration, development, or production of
Hydrocarbons. The term “Platform” shall also mean any offshore equipment or template
(excluding templates used for drilling operations) and any component thereof, other than
Completion Equipment (including, but not limited to, flow lines and control systems), that is resting
on or attached to the sea floor and used to obtain production of Hydrocarbons.
2.32 Producible Reservoir
An underground accumulation of Hydrocarbons (a) in a single and separate natural pool
characterized by a distinct pressure system, (b) not in Hydrocarbon communication with another
accumulation of Hydrocarbons, and (c) into which a Producible Well has been drilled.
2.33 Producible Well
A well that is drilled under this Agreement and that (a) is producing Hydrocarbons; (b) is
determined to be, or meets the criteria for being determined to be, capable of producing
Hydrocarbons in paying quantities under an applicable order or regulation issued by the
governmental authority having jurisdiction; or (c) is determined to be a Producible Well by
__________ (___) or more Participating Parties having a combined Working Interest of
__________ percent (___%) or more, even if the well has been plugged and permanently or
temporarily abandoned.
2.34 Production Interval
A zone or interval producing or capable of producing Hydrocarbons from a well without Reworking
operations.
2.35 Recomplete, Recompleting, Recompletion
An operation whereby a Completion in one Producible Reservoir is abandoned in order to attempt
a Completion in a different Producible Reservoir within the existing wellbore.
2.36 Rework, Reworking
An operation conducted in a well, after it has been Completed in one or more Producible
Reservoirs, to restore, maintain, or improve Hydrocarbon production from one or more of those
Producible Reservoirs, but specifically excluding drilling, Sidetracking, Deepening, Completing, or
Recompleting the well.
2.37 Sidetrack, Sidetracking
The directional control and intentional deviation of a well to change the bottom-hole location,
whether it be to the original Objective Depth or formation or another bottom-hole location not
deeper than the stratigraphic equivalent of the initial Objective Depth, unless the intentional
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Model Form of Offshore Operating Agreement
deviation is done to straighten the hole or to drill around junk in the hole or to overcome other
mechanical difficulties.
2.38 Take-in-Kind Facilities
Facilities which (i) are not paid for by the Joint Account and (ii) are installed for the benefit and use
of a particular Party or Parties to take its or their share of Hydrocarbon production in kind.
2.39 Transfer of Interest
A conveyance, assignment, transfer, farmout, exchange, or other disposition of all or part of a
Party’s Working Interest.
2.40 Working Interest
The record title interest, or where applicable, the operating rights of each Party in and to each
Lease (expressed as the percentage provided in Exhibit “A”). If a Party’s record title interest is
different from its operating rights, the Working Interest of each Party is the interest provided in
Exhibit “A”.
ARTICLE 3
EXHIBITS
3.1 Exhibits
The following exhibits are attached to this Agreement and incorporated into this Agreement by
reference:
(Check the exhibits the Parties wish to incorporate into this Agreement.)
3.1.1 Exhibit “A”
Operator, Description of Leases, Division of Interests, and Notification Addresses
3.1.2 Exhibit “B”
Insurance provisions.
3.1.3 Exhibit “C”
Accounting procedure.
3.1.4 Exhibit “D”
Non-discrimination Provisions.
3.1.5 Exhibit “E”
Gas Balancing Agreement.
3.1.6 Exhibit “F”
Tax Partnership Provision.
3.1.7 Exhibit “G”
Memorandum of Operating Agreement and Financing Statement.
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Model Form of Offshore Operating Agreement
3.1.8 Exhibit “H”
Other (e.g. Dispute Resolution).
3.1.9 Exhibit “I”
Security Rights; Default’ Unpaid Charges’ Carved-out Interests
3.2 Conflicts
If a provision of an exhibit, except Exhibits “D,” “E,” or “F”, is inconsistent with a provision in the
body of this Agreement, the provision in the body of this Agreement shall prevail. If a provision of
Exhibit “D,” “E,” or “F”, is inconsistent with a provision in the body of this Agreement, however, the
provision of the exhibit shall prevail.
ARTICLE 4
OPERATOR
4.1 Operator
___________ is designated as the Operator of the Lease. The Parties shall promptly execute
and provide Operator with all documents required by the MMS in connection with the designation
of _______ as Operator or with the designation of any other Party as a substitute or successor
Operator. Unless agreed to the contrary by all Parties hereto, Operator shall also be classified as
the designated applicant for oil spill financial responsibility purposes and each Non-operating
Party shall promptly execute the appropriate documentation reflecting this designation and
promptly provide same to Operator for filing with MMS.
4.2 Substitute Operator
Except as otherwise provided in Article 4.2.1 (Circumstances Under Which the Operator Must
Conduct a Non-Consent Operation), if the Operator becomes a Non-participating Party in a
Non-consent Operation, the Participating Parties may approve the designation of any Participating
Party as the substitute Operator by the vote of ____ (__) or more of the Participating Parties
having a combined _________ percent (__%) or more of the Participating Interests. The
substitute Operator shall serve only (a) for the Non-consent Operation, (b) on the Lease, or that
portion of the Lease, affected by the Non-consent Operation, and (c) with the same authority,
rights, obligations, and duties as the Operator. If a Non-operator is the only Participating Party in
a Non-consent Operation, then the Non-operator shall be designated as the substitute Operator
for that Non-consent Operation, with no vote required, unless the Non-operator elects not to
accept the designation. No Non-operator shall ever be designated as a substitute Operator
against its will. If a substitute Operator is not designated under the foregoing procedures, the
Operator shall, upon the unanimous agreement of the Participating Parties and the Operator,
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Model Form of Offshore Operating Agreement
conduct the Non-consent Operation on behalf of the Participating Parties and at the Participating
Parties’ sole cost and risk under Article 13 (Non-Consent Operations).
4.2.1 Circumstances Under Which the Operator Must Conduct a Non-Consent Operation
If:
(a) a drilling rig is on location and the Operator becomes a Non-participating Party in
a supplemental AFE for an Exploratory Operation, or Development Operation, or
(b) the Operator becomes a Non-participating Party in an operation to be conducted
from a Platform operated by the Operator,
the Operator, as a Non-participating Party, shall conduct the Non-consent Operation on
behalf of the Participating Parties and at the Participating Parties’ sole cost and risk under
Article 13 (Non-Consent Operations).
4.2.2 Operator’s Conduct of a Non-Consent Operation in Which it is a Non-participating
Party
When, under Article 4.2 (Substitute Operator) or Article 4.2.1 (Circumstances Under
Which the Operator Must Conduct a Non-Consent Operation), the Operator conducts a
Non-consent Operation in which it is a Non-participating Party, it shall follow the practices
and standards in Article 5 (Exclusive Right to Operate). Notwithstanding anything to the
contrary in Exhibit “C”, the Operator shall not be required to proceed with the Non-consent
Operation until the Participating Parties have advanced the total estimated costs of the
Non-consent Operation to the Operator. The Operator shall never be obligated to expend
any of its own funds for the Non-consent Operation in which it is a Non-participating Party.
4.2.3 Appointment of a Substitute Operator
After expiration of all applicable response periods for the Non-consent Operation and
selection of a substitute Operator, each Party shall promptly provide the substitute
Operator with the appropriate MMS designation of operator forms and designation of oil
spill responsibility forms. The Operator and the substitute Operator shall coordinate the
change of operatorship to avoid interfering with ongoing activities and operations, if any,
including but not limited to, lease maintenance activities and operations.
4.2.4 Redesignation of Operator
Within ____ (___) days after conclusion of the Non-consent Operation, all Parties shall
execute and provide the Operator with the appropriate MMS designation of operator
forms and designation of oil spill responsibility forms to return operatorship to the
Operator, thereby superseding the Parties’ designation of the substitute Operator under
Article 4.2.3 (Appointment of a Substitute Operator).
4.3 Resignation of Operator
Subject to Article 4.5 (Selection of Successor), the Operator may resign at any time by giving
written notice to the Parties, except that the Operator may not resign during a Force Majeure or an
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Model Form of Offshore Operating Agreement
emergency that poses a threat to life, safety, property, or the environment. If the Operator ceases
to own a Working Interest, the Operator automatically shall be deemed to have resigned as the
Operator without any action by the Non-operators.
4.4 Removal of Operator
Operator may be removed by an affirmative vote of the Parties owning a combined Working
Interest of __________ percent (___%) or more of the remaining Working Interest after excluding
the Operator’s Working Interest if:
(a) Operator becomes insolvent or unable to pay its debts as they mature, makes an
assignment for the benefit of creditors, commits an act of bankruptcy, or seeks relief
under laws providing for the relief of debtors;
(b) a receiver is appointed for Operator or for substantially all of its property or affairs;
(c) a Transfer of Interest by the Operator (excluding an interest assigned to an Affiliate)
reduces the Operator's Working Interest to less than the Working Interest of a Non-
operator, whether accomplished by one or more Transfer of Interest.
(d) Operator commits a substantial breach of a material provision of this Agreement and fails
to cure the breach within _________ (___) days after notice of the breach.
(e) Optional Provision (e): (Check if desired)
(f) Operator proposes to enter into a Transfer of Interest of more than __________ percent
(___%) of its Working Interest to a third party, advising that the interest is available for
transfer on stated terms or soliciting offers, bids, or other terms of transfer.
If a petition for relief under the federal bankruptcy laws is filed by or against Operator, and if a
federal bankruptcy court prevents the removal of Operator, all Non-operators and Operator shall
comprise an interim operating committee to operate until Operator has elected to reject or
assume this Agreement under the Bankruptcy Code. An election by Operator as a debtor-in-
possession or by a trustee in bankruptcy to reject this Agreement shall be deemed to be a
resignation by Operator without any action by the Non-operators, except the selection of a
successor. To be effective, a vote to remove Operator for any cause described above must be
taken within __________ (___) days after a Non-operator receives actual knowledge of the cause.
A change of corporate name or structure of Operator or a transfer of Operator’s interest to a
single Affiliate shall not be deemed to be a resignation or basis for removing Operator. Subject to
Article 8.6.2 (Default) & Article 8.6.3 (Unpaid Charges), the resignation or removal of Operator
shall become effective at the earlier of (a) 7:00 a.m. on the first day of the calendar month
following the expiration of ninety (90) days after the giving of notice of resignation by Operator or
action by Non-operators to remove Operator, or (b) the time when a successor Operator assumes
the duties of Operator.
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Model Form of Offshore Operating Agreement
4.5 Selection of Successor
Upon resignation or removal of Operator, a successor Operator shall be selected from among the
Parties by an affirmative vote of __________ (___) or more Parties having a combined Working
Interest of __________ percent (___%) or more. If the resigned or removed Operator is not
entitled to vote, fails to vote, or votes only to succeed itself, then the successor Operator shall be
selected by the affirmative vote of the Parties owning a combined Working Interest of __________
percent (___%) or more of the remaining Working Interest after excluding the Working Interest of
the resigned or removed Operator. If the Operator assigns all or a part of its Working Interest,
then under Article 4.3 (Resignation of Operator) or Article 4.4.(c), the Party who acquired all or a
part of the former Operator’s Working Interest shall not be excluded from voting for a successor
Operator. If there are only two Parties to this Agreement when the Operator resigns or is
removed, then the Non-operator automatically has the right, but not the obligation, to become the
Operator. If no Party is willing to become the Operator, this Agreement shall terminate under
Article 27.1 (Term).
4.6 Effective Date of Resignation or Removal
The resignation or removal of the Operator shall become effective as soon as practical but no
later than 7:00 a.m. on the first day of the month following a period of ninety (90) days after the
date of resignation or removal, unless a longer period is required for the Parties to obtain approval
of the designation of the successor Operator, and designated applicant for oil spill financial
responsibility purposes, by the MMS; however, in no event shall the resignation or removal of
Operator become effective until a successor Operator has assumed the duties of Operator. The
resignation or removal of the outgoing Operator shall not prejudice any rights, obligations, or
liabilities resulting from its operatorship. The successor Operator may charge the Joint Account
for reasonable costs incurred in connection with copying or obtaining the former Operator’s
records, information or data except when the change of Operator results from a merger,
consolidation, reorganization or sale or transfer to an Affiliate of the Operator.
4.7 Delivery of Property
On the effective date of resignation or removal of the Operator, the outgoing Operator shall deliver
or transfer to the successor Operator custodianship of the Joint Account and possession of all
items purchased for the Joint Account under this Agreement, all Hydrocarbons that are not the
separate property of a Party, all equipment, materials, and appurtenances purchased for the Joint
Account under this Agreement, which are not already in the possession of the successor
Operator. The outgoing Operator shall further use its reasonable efforts to transfer to the
successor Operator, as of the effective date of the resignation or removal, its rights as Operator
under all contracts exclusively relating to the activities or operations conducted under this
Agreement, and the successor Operator shall assume all obligations of the Operator that are
assignable under the contracts. The Parties may audit the Joint Account and conduct an
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Model Form of Offshore Operating Agreement
inventory of all property and all Hydrocarbons that are not the separate property of a Party, and
the inventory shall be used in the accounting to all Parties by the outgoing Operator of the
property and the Hydrocarbons that are not the separate property of a Party. The inventory and
audit shall be conducted under Exhibit “C”.
ARTICLE 5
AUTHORITY AND DUTIES OF OPERATOR
5.1 Exclusive Right to Operate
Unless otherwise provided in this Agreement, Operator shall have the exclusive right and duty to
conduct operations (or cause them to be conducted) under this Agreement. In performing
services under this Agreement for the Non-operators, Operator shall be an independent
contractor, not subject to the control or direction of Non-operators, except for the type of operation
to be undertaken in accordance with the voting and election procedures in this Agreement. No
Party shall be deemed to be, or hold itself out as, the agent or fiduciary of another Party.
5.2 Workmanlike Conduct
Operator shall timely commence and conduct all operations in a good and workmanlike manner,
as would a prudent operator under the same or similar circumstances. OPERATOR SHALL NOT
BE LIABLE TO NON-OPERATORS FOR LOSSES SUSTAINED OR LIABILITIES INCURRED,
EXCEPT AS MAY RESULT FROM OPERATOR’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. Operator shall never be required under this Agreement to conduct an operation
that it believes would be unsafe or would endanger persons, property or the environment. Unless
otherwise provided in this Agreement, Operator shall consult with Non-operators and keep them
informed of all important matters.
5.3 Liens and Encumbrances
Operator shall endeavor to keep the Lease, wells, Platforms, Development Facilities, and other
equipment free from all liens and other encumbrances occasioned by operations hereunder,
except those provided in Article 8.6 (Security Rights).
5.4 Employees and Contractors
Operator shall select employees and contractors and determine their number, hours of labor, and
compensation. The employees shall be employees of Operator.
5.5 Records
The Operator shall keep or cause to be kept accurate books, accounts, and records of activities
or operations under this Agreement in compliance with the Accounting Procedure in Exhibit "C".
Unless otherwise provided in this Agreement, all records of the Joint Account shall be available to
a Non-operator as provided in Exhibit “C”. The Operator shall use good-faith efforts to ensure the
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Model Form of Offshore Operating Agreement
settlements, billings, and reports rendered to each Party under this Agreement are complete and
accurate.
5.6 Compliance
Operator shall comply, and shall require all agents and contractors to comply, with all applicable
laws, rules, regulations, and orders of governmental authorities having jurisdiction.
5.7 Contractors
Operator may enter into contracts with qualified and responsible independent contractors for the
design, construction, installation, drilling, production or operation of wells, Platforms and
Development Facilities. Insofar as possible, Operator shall use competitive bidding to procure
goods and services for the benefit of the Parties. All drilling operations conducted under this
Agreement shall be conducted by properly qualified and responsible drilling contractors under
current competitive contracts. A drilling contract will be deemed to be a current competitive
contract if it (a) was made within _____ (__) months before the commencement of the well and
(b) contains terms, rates, and provisions that, when the contract was made, did not exceed those
generally prevailing in the area for operations involving substantially equivalent rigs that are
capable of conducting the drilling operation. At its election, Operator may use its own or an
Affiliate’s drilling equipment, derrick barge, tools, or machinery to conduct drilling operations, but
the work shall be (i) performed by Operator or its Affiliate acting as an independent contractor, (ii)
approved by written agreement with the Participating Parties before commencement of
operations, and (iii) conducted under the same terms and conditions and at the same rates as are
customary and prevailing in competitive contracts of third parties doing work of similar nature.
5.8 Governmental Reports
Operator shall make reports to governmental authorities it has a duty to make as Operator and
shall furnish copies of the reports to the Participating Parties.
5.9 Information to Participating Parties
Except as provided in Article 8.6, Operator shall furnish each Participating Party the following
information, if applicable, for each activity or operation conducted by Operator:
5.9.1 A copy of the application for permit to drill and all amendments thereto.
5.9.2 A daily drilling report (or Reworking report or Recompletion report, if applicable), giving
the depth, corresponding lithological information, data on drilling fluid characteristics,
information about drilling or operational difficulties or delays, if any, and other pertinent
information, by facsimile transmission or electronic mail within __________ (___) hours
(exclusive of Saturdays, Sundays, and federal holidays) for well operations conducted in
the preceding twenty-four (24) hour period.
5.9.3 A complete report of each core analysis.
5.9.4 A copy of each electrical survey, currently as it is run; all data for each radioactivity log,
temperature survey, deviation or directional survey, caliper log, and other log or survey
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Model Form of Offshore Operating Agreement
obtained during the drilling of the well; and, upon completion of the well, a composite of all
electrical-type logs, insofar as is reasonable and customary.
5.9.5 A copy of all well test results, bottom-hole pressure surveys, and fluid analyses.
5.9.6 Upon written request received by Operator before commencement of drilling, samples of
cuttings and cores taken from the well (if sufficient cores are retrieved), packaged in
containers furnished by Operator at the expense of the requesting Party, marked as to the
depths from which they were taken, and shipped at the expense of the requesting Party
by express courier to the address designated by the requesting Party.
5.9.7 To the extent possible, __________ (___) hours’ advance notice of, and access to,
logging, coring, and testing operations.
5.9.8 A monthly report on the volume of Hydrocarbons and water produced from each well.
5.9.9 A copy of each report made to a governmental authority having jurisdiction.
5.9.10 Upon written request, other pertinent information available to Operator, including, but not
limited to, those portions of the contracts to be used for the benefit of the Joint Account
and which pertain to the Lease, but excluding the Operator’s proprietary or secret
information and its subsurface interpretations.
5.10 Information to Non-participating Parties
Operator shall furnish each Non-participating Party a copy of each Operator’s governmental report
that is available to the public and associated with the applicable Non-consent Operation. Until the
applicable recoupment under Article 13 (Non-consent Operations) is complete, a Non-
participating Party shall not receive or review any other information specified by Article 5.9
(Information to Participating Parties), except as may be necessary for a payout audit of the Non-
consent Operation.
ARTICLE 6
VOTING AND VOTING PROCEDURES
6.1 Voting Procedures
Unless otherwise provided in this Agreement, each matter requiring approval of the Parties shall
be determined as follows:
6.1.1 Voting Interest
Subject to Article 8.6 (Security Rights), each Party shall have a voting interest equal to its
Working Interest or its Participating Interest, as applicable.
6.1.2 Vote Required
Unless expressly stated to the contrary herein, a matter requiring approval of the Parties
shall be decided by the affirmative vote of __________ (___) or more Parties having a
combined voting interest of __________ percent (___%) or more. If there are only two (2)
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Model Form of Offshore Operating Agreement
Parties to this Agreement, the matter shall be determined by the Party having a majority
voting interest or, if the interests are equal, the matter shall require unanimous consent.
6.1.3 Votes
The Parties may vote at a meeting; by telephone, promptly confirmed in writing to
Operator; or by facsimile transmission. Operator shall give each Party prompt notice of
the results of the voting.
6.1.4 Meetings
Meetings of the Parties may be called by Operator upon its own motion or at the request
of a Party having a voting interest of not less than __________ percent (___%). Except in
an emergency, no meeting shall be called on less than __________ (___) days’ advance
written notice, and the notice of meeting shall include the meeting agenda prepared by the
Operator or the requesting Party. The representative of Operator shall be chairman of
each meeting. Only matters included in the agenda may be discussed at a meeting, but
the agenda and items included in the agenda may be amended prior to or during the
meeting by unanimous agreement of all Parties.
ARTICLE 7
ACCESS
7.1 Access to Lease
Except as provided in Article 8.6, each Party shall have access, at its sole risk and expense and
at all reasonable times, to the Lease, Platform, Development Facilities and Joint Account assets
to inspect activities, operations and wells in which it participates, and to pertinent records and
data. A Non-operator shall give Operator at least twenty-four (24) hours’ notice of the Non-
operator’s intention to visit the Lease. To protect Operator and the Non-operators from
unnecessary lawsuits, claims, and legal liability, if it is necessary for a person who is not
performing services for Operator directly related to the joint operations, but is performing services
solely for a Non-operator or pertaining to the business or operations of a Non-operator, to visit,
use, or board a rig, well, Platform, or Development Facilities subject to this Agreement, the Non-
operator shall give Operator advance notice of the visit, use, or boarding, and shall secure from
that person an agreement, in a form satisfactory to Operator, indemnifying and holding Operator
and Non-operators harmless, or shall itself provide the same hold harmless and indemnification in
favor of Operator and other Non-operators before the visit, use, or boarding.
7.2 Reports
On written request, Operator shall furnish a requesting Party any information not otherwise
furnished under Article 5 (Authority and Duties of Operator) to which that Party is entitled under
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Model Form of Offshore Operating Agreement
this Agreement. The costs of gathering and furnishing information not furnished under Article 5
shall be charged to the requesting Party. Operator is not obligated to furnish interpretative data
that was generated by Operator at its sole cost.
7.3 Confidentiality
Except as otherwise provided in Article 7.4 (Limited Disclosure), Article 7.5 (Limited Releases to
Offshore Scout Association), Article 7.6 (Media Releases), and Article 21.1 (Notice of
Contributions Other Than Advances for Sale of Production), and except for necessary disclosures
to governmental authorities having jurisdiction, or except as agreed in writing by all Participating
Parties, no Party or Affiliate shall disclose Confidential Data to a third party.
Optional Provision: (Check if desired.)
This Article 7.3 shall be in force and effect for a term of __________ (___) years after
termination of this Agreement.
7.4 Limited Disclosure
A Party may make Confidential Data to which it is entitled under this Agreement available to:
(a) outside professional consultants and reputable engineering firms for the purpose of
evaluations and/or submitting bids;
(b) gas transmission companies for Hydrocarbon reserve or other technical evaluations;
(c) reputable financial institutions for study before commitment of funds;
(d) governmental authorities having jurisdiction or the public, to the extent required by
applicable laws or by those governmental authorities;
(e) the public, to the extent required by the regulations of a recognized stock exchange;
(f) third parties with whom a Party is engaged in a bona fide effort to effect a merger or
consolidation, sell all or a controlling part of that Party’s stock, or sell all or substantially all
assets of that Party or an Affiliate of that Party; and
(g) an Affiliate of a Party.
(h) such limited well information that is typically disclosed by Operator’s representative during
meetings of the Offshore Oil Scouts Association.
Optional Provision: (Check if desired)
(i) third parties with whom a Party is engaged in a bona fide effort to sell, farm out, or trade
all or a portion of its interest in the Lease;
Confidential Data made available under Articles 7.4(f) and 7.4(h) [if applicable] shall not be
removed from the custody or premises of the Party making the Confidential Data available to third
parties described in those Articles. A third party permitted access under Articles 7.4, (a), (b), (c),
(f), and (h) [if applicable] shall first agree in writing neither to disclose the Confidential Data to
others nor to use the Confidential Data, except for the purpose for which it was disclosed. The
disclosing Party shall give prior notice to the other Parties that it intends to make the Confidential
Data available.
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Model Form of Offshore Operating Agreement
7.5 Limited Releases to Offshore Scout Association
The Operator may disclose Confidential Data to the Offshore Oil Scouts Association at their
regularly scheduled meetings. The Confidential Data that may be disclosed is limited to
information concerning well locations, well operations, and well completions to the extent
reasonable and customary in industry practice or required under the by-laws of the Offshore Oil
Scouts Association.
7.6 Media Releases
Except as unanimously agreed by the Participating Parties or otherwise permitted by this Article,
no Party shall issue a news or media release about operations on the Lease. In an emergency
involving extensive property or environmental damage, operations failure, loss of human life, or
other clear emergency, and for which there is insufficient time to obtain the prior approval of the
Parties, Operator may furnish the minimum, strictly factual, information necessary to satisfy the
legitimate public interest of the media and governmental authorities having jurisdiction. Operator
shall then promptly advise the other Parties of the information furnished in response to the
emergency.
ARTICLE 8
EXPENDITURES
8.1 Basis of Charge to the Parties
Subject to the other provisions of this Agreement, Operator shall pay all costs incurred under this
Agreement, and each Party shall reimburse Operator in proportion to its Participating Interest. All
charges, credits, and accounting for expenditures shall be made and done pursuant to Exhibit “C”.
8.2 AFEs
Before undertaking an operation or making a single expenditure to be in excess of __________
Dollars ($ _____), and before conducting an activity or operation to drill, Sidetrack, Deepen,
Complete, Rework or Recomplete a well (regardless of the estimated cost), Operator shall submit
an AFE for the operation or expenditure to the Parties for approval. Operator shall also furnish an
informational AFE to all Parties for an operation or single expenditure estimated to cost
__________ Dollars ($_____) or less, but in excess of __________ Dollars ($_____). Operator
shall notify the Participating Parties as soon as reasonably possible when it appears the cost of an
ongoing activity or operation, prior to its completion, will exceed the original AFE by more than
______________ percent (_____%) or __________________ Dollars ($____________),
whichever is the greater amount. This overexpenditure notice shall be furnished to the
Participating Parties as a supplemental AFE for informational purposes only and is not subject to
an election by any of the Parties.
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Model Form of Offshore Operating Agreement
8.3 Emergency and Required Expenditures
Notwithstanding anything in this Agreement to the contrary, Operator is hereby authorized to
conduct operations and incur expenses that in its opinion are reasonably necessary to safeguard
life, property, and the environment in case of an actual or imminently threatened blowout,
explosion, accident, fire, flood, storm, hurricane, catastrophe, or other emergency, and the
expenses shall be borne by the Participating Parties in the affected operation. Operator shall
report to the Participating Parties, as promptly as possible, the nature of the emergency and the
action taken. Operator is also authorized to conduct operations and incur expenses reasonably
required by statute, regulation, order, or permit condition or by a governmental authority having
jurisdiction, which expenses shall be borne by the Participating Parties in the affected operation,
subject to Exhibit “C”.
8.4 Advance Billings
Operator may require each Party to advance its respective share of estimated expenditures
pursuant to Exhibit “C”.
8.5 Commingling of Funds
Funds received by Operator under this Agreement may be commingled with its own funds.
8.6 Security Rights (TX-MS-AL-FL or LA)
Exhibit "I” [TEXAS, (MISSISSIPPI, ALABAMA, FLORIDA)] or Exhibit “I” (LOUISIANA)", as
applicable, applies.
Optional Provision: (Check if desired, but if so, then insure consistency with Article 12
selection.)
8.7 Overexpenditures
Operator shall notify the Participating Parties when it appears that actual expenditures for an
approved operation in an Exploratory or Development Well or for the design, construction, and
installation of a Platform (other than a Platform that solely supports Development Facilities) will
exceed the AFE estimate (the excess being an “Overexpenditure”). If it appears that the
Overexpenditure will be no more than the greater of __________ Dollars ($_____) or __________
percent (___%), or in the case of an operation involving the design, construction, and installation
of a Platform, or Development Facilities, no more than the greater of __________ Dollars
($_____) or __________ percent (___%), hereinafter referred to as the “Allowable Variance,”
Operator’s notice shall be forwarded for information only. If Operator determines that the
Overexpenditure will exceed the Allowable Variance, Operator shall submit a new AFE for the
current operation (“Supplemental AFE”) for approval of the Participating Parties. The Participating
Parties may then elect whether to continue to participate within __________ (___) days or
__________ (___) hours if a rig is on location, [ ] inclusive [ ] exclusive of Saturdays,
Sundays, and federal holidays, after receipt of the Supplemental AFE. If fewer than all, but one (1)
or more Participating Parties elect to continue to participate in the current operation and agree to
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Model Form of Offshore Operating Agreement
pay and bear one hundred percent (100%) of the costs and risks of conducting it, Operator shall
continue to conduct the current operation. Otherwise, the operation shall cease. A Participating
Party that elects not to continue to participate in the current operation shall become a Non-
participating Party in the operation, from and after the date when the Overexpenditure exceeds
the Allowable Variance, not including emergency expenditures, and Article 13.2 (Relinquishment
of Interest) shall apply to the Party only to the extent that the costs of the operation exceed the
Allowable Variance. Unless otherwise agreed by the Participating Parties, each Participating Party
electing to continue to participate in the current operation may, but is not obligated to, pay and
bear that portion of the costs and risks attributable to the interests of the Non-participating Parties
in the ratio that the Participating Party’s interest bears to the total interests of all Participating
Parties electing to continue participating in the current operation. If it appears to Operator that
actual expenditures for an approved operation will exceed the Supplemental AFE estimate,
Operator shall again repeat the procedure of this Article 8.8, using the estimate in the most
recently approved Supplemental AFE as the basis for determining the Overexpenditure and
Allowable Variance. An initial Participating Party in an operation shall remain responsible for its
share of all costs and risks for plugging, replugging, capping, burying, disposing, abandoning,
removing, and restoring associated with the operation, subject to Article 14 (Abandonment,
Salvage, and Surplus), regardless of its subsequent election on a Supplemental AFE, except to
the extent such costs were increased by subsequent operations in which it elected not to
participate. Notwithstanding anything in this Article to the contrary, if expenditures exceed the
Allowable Variance for an emergency, as provided in Article 8.3 (Emergency and Required
Expenditures), Operator shall not be required to secure the approval of the Participating Parties,
as the expenditures will be borne by all Participating Parties. However, once stabilization takes
place and emergency expenditures are no longer being incurred, Operator shall promptly furnish a
Supplemental AFE to the Participating Parties for their review and election, as provided above.
ARTICLE 9
NOTICES
9.1 Giving and Receiving Notices
Except as otherwise provided in this Agreement, all AFEs and notices required or permitted by
this Agreement shall be in writing and shall be delivered in person or by mail, courier service, or
facsimile transmission, with postage and charges prepaid, addressed to the Parties at the
addresses in Exhibit “A”. When a drilling rig is on location and standby charges are accumulating,
however, notices pertaining to the rig shall be given orally or by telephone. All telephone or oral
notices permitted by this Agreement shall be confirmed immediately thereafter by written notice.
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Model Form of Offshore Operating Agreement
A notice shall be deemed to have been delivered only when received by the Party to whom it was
directed, and the period for a Party to deliver a response thereto begins on the date the notice is
received. “Receipt”, for oral or telephone notice, means actual and immediate communication to
the Party to be notified, and for written notice, means actual delivery of the notice to the address
of the Party to be notified, as specified in this Agreement, or to the facsimile machine of that Party.
A responsive notice shall be deemed to have been delivered when the Party to be notified is in
receipt of same. When a response is required in forty-eight (48) hours or less, however, the
response shall be given orally or by telephone or facsimile transmission within that period. If a
Party is unavailable to accept delivery of a notice required to be given orally or by telephone, the
notice may be delivered by any other method specified in this Article 9.1. A message left on an
answering machine or with an answering service or other third person shall not be deemed to be
adequate telephonic or oral notice.
9.2 Content of Notice
An AFE or notice requiring a response shall indicate the maximum response time specified in
Article 9.3 (Response to Notices). A proposal for a Platform and/or Development Facilities shall
include an AFE, containing a description of the Platform and/or Development Facilities, including,
but not limited to, location, and the estimated costs of design, fabrication, transportation, and
installation. A proposal for a well operation shall include an AFE, describing the estimated
commencement date, the proposed depth, the objective formation or formations to be penetrated
or tested, the Objective Horizon, the surface and bottomhole locations, proposed directional or
horizontal drilling operations, the type of equipment to be used, and the estimated costs of the
operation, including, but not limited to, the estimated costs of drilling, testing, and Completing or
abandoning the well. If a proposed operation is subject to Article 13.11 (Lease Maintenance
Operations), the notice shall specify that the proposal is a Lease Maintenance Operation. A
proposal for multiple operations on more than one well location by the same rig shall contain
separate AFEs or notices for each operation and shall specify in writing in what order the
operations will be conducted. Each Party shall respond to each proposed multiple operation in the
manner provided in Article 9.3.3 (Proposal for Multiple Operations).
9.3 Response to Notices
Except as provided in Article 9.1, each Party’s response to a proposal shall be in writing to the
proposing Party. Unless otherwise provided in this Agreement, the response time shall be as
follows:
9.3.1 Platform and/or Development Facilities Proposals
Each Party shall respond within __________ (___) days after its receipt of the AFE or
notice for a Platform and/or Development Facilities.
9.3.2 Well Proposals
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Model Form of Offshore Operating Agreement
Except as provided in Article 9.3.3 (Proposal for Multiple Operations), each Party shall
respond within __________ (___) days after receipt of the well, Rework or Recompletion
proposal, but if (a) a drilling rig is on location, (b) the proposal relates to the same well or
its substitute, and (c) standby charges are accumulating, a response shall be made within
__________ (___) hours after receipt of the proposal, [ ] inclusive [ ] exclusive of
Saturdays, Sundays, and federal holidays.
9.3.3 Proposal for Multiple Operations
When a proposal is made to conduct multiple Development Operations at separate well
locations using the same rig, each Party shall respond (a) to the well operation taking
precedence, within __________ (___) days after receipt of the proposal; and (b) to each
subsequent well location, within __________ (___) hours after completion of approved
operations at the prior location and notification thereof by Operator.
9.3.4 Other Matters
For all other matters requiring notice, each Party shall respond within __________ (___)
days after receipt of notice.
9.4 Failure to Respond
Failure of a Party to respond to a proposal or notice, to vote, or to elect to participate within the
period required by this Agreement shall be deemed to be a negative response, vote, or election.
9.5 Response to Counterproposals
Should a counterproposal be allowed under this Agreement, responses to that counterproposal
must be made within the response period for the original proposal.
9.6 Timely Well Operations
Unless otherwise provided, an approved well shall be commenced within __________ (___) days
after the date when the last applicable election on that well may be made. Wells shall be deemed
to have commenced on the day charges commence under the drilling contract for that well. If the
Operator does not commence the drilling of an approved well within the _________ (___) day
time frame, the other Participating Parties in that well may select a substitute Operator to drill the
approved well. In all events, including the occurrence of a Force Majeure, if the substitute
Operator fails to commence actual drilling operations on an approved well within _________ (___)
days from the proposal of the approved well, the proposal of the well and its approval will be
deemed to have been withdrawn. Subject to Exhibit “C”, if a proposal for a well is deemed to have
been withdrawn, all costs incurred in the preparation for or in furtherance of that well will be
chargeable to the Parties who voted to participate in the well proposal for that well.
9.7 Timely Platform/Development Facilities Operations
Unless otherwise provided, Operator shall commence, or cause to commence, the construction,
acquisition, or refurbishment of an approved proposal for a Platform and/or Development Facilities
within __________ (___) days after the date when the last applicable election on that Platform
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Model Form of Offshore Operating Agreement
and/or Development Facilities may be made. The construction, acquisition, or refurbishment of an
approved Platform and/or Development Facilities proposal shall be deemed to have commenced
on the date the contract is awarded for the design, acquisition, fabrication, or refurbishment of the
Platform and/or Development Facilities. If the Operator does not commence the construction,
acquisition, or refurbishment of an approved Platform and/or Development Facilities proposal
within the _________ (___) day time frame, the other Participating Parties in that Platform and/or
Development Facilities proposal may select a substitute Operator to commence the Platform
and/or Development Facilities. In all events, including the occurrence of a Force Majeure, if the
substitute Operator fails to commence the construction, acquisition, or refurbishment of an
approved Platform and/or Development Facilities within _________ (___) days from the proposal
of the approved Platform and/or Development Facilities, the proposal of the Platform and/or
Development Facilities and their approval will be deemed to have been withdrawn. Subject to
Exhibit “C”, regardless of whether or not the construction, acquisition, or refurbishment of a
Platform and/or Development Facilities is commenced, all costs incurred by Operator, attributable
to that activity, shall be paid by the Participating Parties.
ARTICLE 10
EXPLORATORY OPERATIONS
10.1 Proposing Operations
A Party may propose an Exploratory Operation in accordance with Article 9 (Notices) to the other
Parties who are entitled to vote or make an election in regard to that operation.
10.2 Counterproposals
When an Exploratory Operation is proposed, a Party may, within __________ (___) days after
receipt of the AFE or notice for the original proposal, make a counterproposal to conduct an
alternative Exploratory Operation by sending an AFE or notice to such Parties in accordance with
Article 9 (Notices). The AFE or notice shall indicate that the proposal is a counterproposal to the
original proposal. If one or more counterproposals are made, such Parties shall elect to
participate in either the original proposal, one counterproposal, or neither the original proposal nor
a counterproposal. If two or more proposals receive the approval of the number of Parties and
combined Working Interests required by Article 10.5 (Operations by Fewer Than All Parties), the
proposal receiving the largest percentage of Working Interest approval shall take precedence,
and in the event of a tie between two (2) or more approved proposals, the proposal first received
by the Parties shall take precedence. Except for the response period provided in this Article 10.2,
a counterproposal shall be subject to the same terms and conditions as the original proposal.
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Model Form of Offshore Operating Agreement
10.3 Operations by All Parties
If all Parties elect to participate in the proposed operation, Operator shall conduct the operation at
their cost and risk.
10.4 Second Opportunity to Participate
If there are more than two (2) Parties to this Agreement and if fewer than all but (___)
or more Parties having a combined Working Interest of percent (___%) or more elect to
participate, then the proposing Party shall notify the Parties of the elections made, whereupon a
Party originally electing not to participate may then elect to participate by notifying the proposing
Party within (___) hours, [ ] inclusive [ ] exclusive of Saturdays, Sundays, and
federal holidays, after receipt of such notice. If all Parties elect to participate in the proposed
operation, Operator shall conduct the operation at their cost and risk. If there are only two (2)
Parties to this Agreement, then there shall not be a second opportunity to elect to participate, and
if the Participating Party agrees to pay and bear one hundred percent (100%) of the costs and
risks of the operation, then the Operator, subject to Article 4.2 (Substitute Operator), shall conduct
the operation as a Non-consent Operation for the benefit of the Participating Party, and the
provisions of Article 13 (Non-consent Operations) shall apply.
10.5 Operations by Fewer Than All Parties
If there are more than two (2) Parties to this Agreement, then, after the election made under
Article 10.4 (Second Opportunity to Participate), fewer than all but __________ (___) or more
Parties having a combined Working Interest of __________ percent (___%) or more have elected
to participate in the proposed operation, the proposing Party shall notify the Participating Parties,
and each Participating Party shall have __________ (___) hours, [ ] inclusive [ ] exclusive of
Saturdays, Sundays, and federal holidays, after receipt of the notice to notify the proposing Party
of the portion of costs and risks attributable to the total Non-participating Parties’ interests it elects
to pay and bear. Unless otherwise agreed by the Participating Parties, each Participating Party
may, but shall not be obligated to, pay and bear that portion of the costs and risks attributable to
the total Non-participating Parties’ interests in the ratio that the Participating Party’s interest bears
to the total interests of all Participating Parties who elect to pay and bear a portion of costs and
risks attributable to the total Non-participating Parties’ interests. Failure to respond shall be
deemed to be an election not to pay or bear any additional costs or risks. If the Participating
Parties agree to pay and bear one hundred percent (100%) of the costs and risks of the operation,
Operator, subject to Article 4.2 (Substitute Operator), shall conduct the operation as a Non-
consent Operation for the benefit of the Participating Parties, and the provisions of Article 13
(Non-consent Operations) shall apply. If such agreement is not obtained, however, the operation
shall not be conducted and the effect shall be as if the proposal had not been made.
Optional Provision: (Check if desired)
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Model Form of Offshore Operating Agreement
Acreage Out Option. A Party electing not to participate in an approved proposal to drill
the first well on the Lease shall withdraw from this Agreement in accordance with Article 15
(Withdrawal), with the withdrawal to be effective on the date actual drilling operations are
commenced.
10.6 Expenditures Approved
Approval of an Exploratory Operation shall cover all necessary expenditures associated with the
operation proposed in the AFE or notice that are incurred by Operator in connection with (a)
preparations for drilling; (b) the actual drilling; (c) evaluations, such as testing, coring, and logging;
and (d) plugging and abandonment, subject to any limitation that may exist as provided under
Article 8 above.
10.7 Conduct of Operations
After commencement of drilling an Exploratory Well, Operator shall diligently conduct the
operation without unreasonable delay until the well reaches the Objective Depth, unless the well
encounters, at a lesser depth, impenetrable conditions or mechanical difficulties that cannot be
overcome by reasonable and prudent operations and that render further operations impracticable,
except as may otherwise be provided in optional provision Article 8.8 (Overexpenditures), if
selected. If a well does not reach its Objective Depth as a result of the conditions mentioned in
this Article 10.7, the operation shall be deemed to have been completed and Article 13 (Non-
consent Operations) shall apply to each Non-participating Party for the portion of the well drilled.
10.8 Course of Action After Reaching Objective Depth
When an Exploratory Well has been drilled to its Objective Depth and reasonable testing, coring,
and logging have been completed as set forth in the approved AFE and the results have been
furnished to the Participating Parties, Operator shall notify the Participating Parties of Operator’s
recommendation for further operations in the well, and the following provisions shall apply:
10.8.1 Election by Participating Parties
A Participating Party shall have the right to propose another operation by notifying the
Operator and the other Participating Parties of its proposed operation within twenty-four
(24) hours, [ ] inclusive [ ] exclusive of Saturdays, Sundays, and federal holidays, of
receipt of the Operator’s notice. The Participating Parties shall notify Operator within
forty-eight (48) hours, [ ] inclusive [ ] exclusive of Saturdays, Sundays, and federal
holidays, of receipt of the Operator’s proposal whether the Participating Parties elect to
(a) participate in a recommended operation, or (b) not participate in a recommended
operation. Failure to respond shall be deemed to be an election not to participate in any
of the recommended operations.
10.8.2 Priority of Operations
If all Participating Parties elect to participate in the same proposed operation, Operator
shall conduct the operation at their cost and risk. If more than one (1) operation is
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Model Form of Offshore Operating Agreement
approved by __________ (___) or more Participating Parties having a combined Working
Interest of __________ percent (___%) or more, then the approved operation with the
lowest number as indicated below shall take precedence:
(Indicate the order of preference.)
_____Additional Testing, coring, or logging. (If conflicting proposals are approved, the
proposal receiving the largest percentage of Working Interest approval shall take
precedence, and in the event of a tie between two (2) or more approved proposals,
the approved proposal first received by the Parties shall take precedence.)
_____Deepen. (If conflicting proposals are approved, the operation proposed to the
deepest/shallowest depth shall take precedence.)
_____Sidetrack. (If conflicting proposals are approved, the proposal receiving the largest
percentage Working Interest approval shall take precedence, and in the event of a
tie between two (2) or more approved proposals, the approved proposal first
received by the Parties shall take precedence.)
_____Complete at the Objective Horizon
_____Complete above the Objective Horizon. (If conflicting proposals are approved, the
operation proposed at the deepest/shallowest depth shall take precedence.)
_____Other operations: _____________________ (If conflicting proposals are approved,
the proposal receiving the largest percentage Working Interest approval shall take
precedence, and in the event of a tie between two (2) or more approved proposals,
the approved proposal first received by the Parties shall take precedence.)
_____Temporarily abandon.
_____Plug and abandon.
10.8.3 Second Opportunity to Participate
If fewer than all but (__) or more Participating Parties having a
combined Working Interest of percent (__%) or more elect to
participate in an operation, the proposing Party shall notify the Participating Parties of the
elections made, whereupon a Party originally electing not to participate in the proposed
operation may then elect to participate by notifying the proposing Party within
( ) hours, [ ] inclusive [ ] exclusive of Saturdays, Sundays, and federal holidays,
after receipt of such notice. If all Parties elect to participate in the proposed operation,
Operator shall conduct the operation at their cost and risk.
10.8.4 Operations by Fewer Than All Parties
If, after the election (if applicable) made under Article 10.8.3 (Second Opportunity to
Participate), fewer than all but (__) or more Parties having a combined
Working Interest of percent (__%) or more elect to participate in the
proposed operation that takes precedence, the proposing Party shall notify the
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Model Form of Offshore Operating Agreement
Participating Parties and each Participating Party shall have ( ) hours,
[ ] inclusive [ ] exclusive of Saturdays, Sundays, and federal holidays, after receipt of
the notice to notify the proposing Party of the portion of the costs and risks attributable to
the total Non-participating Parties’ interests it elects to pay and bear. Unless otherwise
agreed by the Participating Parties, each Participating Party may, but shall not be
obligated to, pay and bear that portion of the costs and risks attributable to the total Non-
participating Parties’ interests in the ratio that the Participating Party’s interest bears to the
total interests of all Participating Parties who elect to pay and bear a portion of costs and
risks attributable to the Non-participating Parties’ interests. Failure to respond shall be
deemed to be an election not to pay or bear any additional costs or risks. If the
Participating Parties agree to bear one hundred percent (100%) of the costs and risks of
the operation, Operator, subject to Article 4.2 (Substitute Operator), shall conduct the
operation as a Non-consent Operation for the benefit of the Participating Parties, and the
provisions of Article 13 (Non-consent Operations) shall apply. If such agreement is not
obtained, however, the operation shall not be conducted and the effect shall be as if the
proposal had not been made. If a Participating Party in a well elects not to participate in
the Deepening or Sidetracking operation in the well, such non-consenting Party shall
become a Non-participating Party in all operations conducted in the Deepened or
Sidetracked portion of the well after that election.
Optional Provision: (Check if desired)
If the Non-consent Operation is an Additional Testing, coring, or logging operation, Article
13 (Non-consent Operations) shall not apply, however, a Party electing not to participate
in the Additional Testing, coring, or logging shall not be entitled to information resulting
from the operation.
10.8.5 Subsequent Operations
Upon completion of an operation conducted under Article 10.8 (Course of Action After
Reaching Objective Depth), if the well is not either (a) Completed as a Producible Well, or
(b) temporarily abandoned or permanently plugged and abandoned, Operator shall notify
the Participating Parties of Operator’s recommendation for further operations in the well
under Articles 10.8.1 through 10.8.4, which again shall apply. If sufficient approval is not
obtained to conduct a subsequent operation in a well or if all Participating Parties elect to
plug and abandon the well, subject to Article 14 (Abandonment and Salvage), Operator
shall permanently plug and abandon the well at the cost and risk of all Participating
Parties. Each Participating Party shall be responsible for its proportionate share of the
plugging and abandonment costs associated with the operation in which it participated.
Optional Provision: (Check if desired.)
10.8.6 Restoration of Damaged Well
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Model Form of Offshore Operating Agreement
Notwithstanding anything to the contrary in Article 19.7, if, during Additional Testing, or
during a Deepening or Sidetracking which does not result in the well being Completed as
a Producible Well, the well is damaged to the extent that the well is rendered incapable of
having a lower-priority operation conducted and a Party (a) who participated in the well,
but not in the operation being conducted when the well was damaged, (b) who has a
sufficient percentage of the Working Interest to approve an operation, and (c) who elected
to conduct a lower-priority operation still desires to conduct the lower-priority operation
after the well has been damaged may conduct the lower-priority operation, which would
include operations to either restore the well to a condition that will allow the lower-priority
operation to be conducted or to drill a new well to a sufficient depth to allow the lower-
priority operation to be conducted. Upon conclusion of the lower-priority operation, the
Participating Parties in the operation being conducted when the well was damaged shall
reimburse the Participating Parties conducting the lower-priority operation all their costs
associated with restoration of the well to the point prior to the lower-priority operation
being conducted. In no event, however, shall the Participating Parties in the operation
being conducted when the well was damaged be required to reimburse the Participating
Parties conducting the lower-priority operations an amount greater than what was actually
incurred in the damaged well.
10.9 Wells Proposed Below Deepest Producible Reservoir
If a proposal is made to conduct an Exploratory Operation involving the drilling of a well to an
Objective Horizon below the base of the deepest Producible Reservoir, a Party may elect within
the applicable period to limit its participation in the operation down to the base of the deepest
Producible Reservoir. For purposes of this Article 10.9, a Party who elects to limit its participation
in the operation down to the base of the deepest Producible Reservoir shall be referred to as
“Shallow Participant” and a Party who elects to participate in the entire operation shall be referred
to as “Deep Participant”. If a Party elects to limit its participation to the base of the deepest
Producible Reservoir, Operator shall prepare and submit to the Shallow Participant, for
informational purposes, a separate AFE covering operations down to the deepest Producible
Reservoir. The Shallow Participant shall be a Participating Party in, and shall pay and bear the
costs and risks of, each operation to the base of the deepest Producible Reservoir, according to
its Participating Interest. The Shallow Participant shall be a Non-participating Party in each
operation below the deepest Producible Reservoir, and the operation shall be considered a Non-
consent Operation, and the provisions of Article 13 (Non-consent Operations) shall apply. If the
well is Completed and produces Hydrocarbons from a horizon below the deepest Producible
Reservoir, the Deep Participant shall reimburse the Shallow Participant for its share of the actual
well costs to the base of the deepest Producible Reservoir. Payment shall be due within thirty
days after receipt of notice of the well being completed below the deepest Producible Reservoir.
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If the well is Completed and produces Hydrocarbons from a horizon below the deepest Producible
Reservoir, the Shallow Participant shall reimburse the Deep Participant for its Working Interest
share of the actual well costs to the base of the deepest Producible Reservoir in accordance with
Article 13.4 (Deepening or Sidetracking Cost Adjustments), upon the earlier of the time that (a)
the well is plugged back to a horizon above the base of the deepest Producible Reservoir, as
determined when the original well was proposed, (b) the well is plugged and abandoned, or (c) the
amount to be recouped by the Deep Participant under Article 13 (Non-consent Operations) is
recovered.
ARTICLE 11
DEVELOPMENT OPERATIONS
11.1 Proposing Operations
A Party may propose a Development Operation in accordance with Article 9 (Notices) to the other
Parties who are entitled to vote or make an election in regard to that operation.
11.2 Counterproposals
When a Development Operation is proposed, a Party may, within (___) days
after receipt of the AFE or notice for the original proposal, make a counterproposal to conduct an
alternative Development Operation by sending an AFE or notice to such Parties in accordance
with Article 9 (Notices). The AFE or notice shall indicate that the proposal is a counterproposal to
the original proposal. If one or more counterproposals are made, such Parties shall elect to
participate in either the original proposal, one counterproposal, or neither the original proposal nor
a counterproposal. If two or more proposals receive the approval of the number of Parties and
combined Working Interests required by Article 11.5 (Operations By Fewer Than All Parties), the
proposal receiving the largest percentage Working Interest approval shall take precedence, and in
the event of a tie between two (2) or more approved proposals, the approved proposal first
received by the Parties shall prevail. Except for the response period provided in this Article 11.2,
a counterproposal shall be subject to the same terms and conditions as the original proposal.
11.3 Operations by All Parties
If all Parties elect to participate in the proposed operation, Operator shall conduct the operation at
their cost and risk.
11.4 Second Opportunity to Participate
If there are more than two (2) Parties to this Agreement and if fewer than all but (___)
or more Parties having a combined Working Interest of percent (___%) or more elect to
participate, then the proposing Party shall notify the Parties of the elections made, whereupon a
Party originally electing not to participate may then elect to participate by notifying the proposing
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Party within (__) hours, [ ] inclusive [ ] exclusive of Saturdays, Sundays, and
federal holidays, after receipt of such notice. If all Parties elect to participate in the proposed
operation, Operator shall conduct the operation at their cost and risk. If there are only two (2)
Parties to this Agreement, then there shall not be a second opportunity to elect to participate, and
if the Participating Party agrees to pay and bear one hundred percent (100%) of the costs and
risks of the operation, then the Operator, subject to Article 4.2 (Substitute Operator), shall conduct
the operation as a Non-consent Operation for the benefit of the Participating Party, and the
provisions of Article 13 (Non-consent Operations) shall apply.
11.5 Operations by Fewer Than All Parties
If there are more than two (2) Parties to this Agreement, then, after the election made under
Article 11.4 (Second Opportunity to Participate), fewer than all but (__) or more
Parties having a combined Working Interest of percent (__%) or more have elected to
participate in the proposed operation, the proposing Party shall notify the Participating Parties, and
each Participating Party shall have (__) hours, [ ] inclusive [ ] exclusive of
Saturdays, Sundays, and federal holidays, after receipt of the notice to notify the proposing Party
of the portion of the costs and risks attributable to the total Non-participating Parties’ interests it
elects to pay and bear. Unless otherwise agreed by the Participating Parties, each Participating
Party may, but shall not be obligated to, pay and bear that portion of costs and risks attributable to
the total Non-participating Parties’ interests in the ratio that the Participating Party’s interest bears
to the total interests of all Participating Parties who elect to pay and bear a portion of the costs
and risks attributable to the total Non-participating Parties’ interests. Failure to respond shall be
deemed to be an election not to pay or bear any additional costs or risks. If the Participating
Parties agree to pay and bear one hundred percent (100%) of the costs and risks of the operation,
Operator, subject to Article 4.2 (Substitute Operator) shall conduct the operation as a Non-
consent Operation for the benefit of the Participating Parties, and the provisions of Article 13
(Non-consent Operations) shall apply. If such agreement is not obtained, however, the operation
shall not be conducted and the effect shall be as if the proposal had not been made.
11.6 Expenditures Approved
Approval of a Development Operation shall cover all necessary expenditures associated with the
operation proposed in the AFE or notice that are incurred by Operator in connection with (a)
preparations for drilling; (b) the actual drilling; (c) evaluations, such as testing, coring, and logging;
and (d) plugging and abandonment, subject to any limitation that may exist as provided under
Article 8 above.
Optional Provision: (Check if desired)
; and (e) Completing in the Objective Horizon. All Participating Parties in the drilling of the well
shall participate in the Completion operation, and Article 11.8 (Course of Action After Reaching
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Objective Depth) shall not apply unless the well is not Completed in the Objective Horizon or the
Completion is unsuccessful.
11.7 Conduct of Operations
After commencement of a Development Well, Operator shall diligently conduct the operation
without unreasonable delay until the well reaches the Objective Depth, unless the well encounters,
at a lesser depth, impenetrable conditions or mechanical difficulties that cannot be overcome by
reasonable and prudent operations and render further operations impracticable, except as may
otherwise be provided in optional provision Article 8.8 (Overexpenditures), if elected. If a well
does not reach its Objective Depth as a result of the conditions mentioned in this Article 11.7, the
operation shall be deemed to have been completed and Article 13 (Non-consent Operations) shall
apply to each Non-participating Party for the portion of the well drilled.
11.8 Course of Action After Reaching Objective Depth
When a Development Well has been drilled to its Objective Depth and reasonable testing, coring,
and logging have been completed and the results have been furnished to the Participating Parties,
Operator shall notify the Participating Parties of Operator’s recommendation for further operations
in the well and the following provisions shall apply:
11.8.1 Election by Fewer Than All Parties
A Participating Party shall have the right to propose another operation by notifying the
Operator and the other Participating Parties of its proposed operation within twenty-four
(24) hours, [ ] inclusive [ ] exclusive of Saturdays, Sundays, and federal holidays, of
receipt of the Operator’s notice. The Participating Parties shall notify Operator within
forty-eight (48) hours, [ ] inclusive [ ] exclusive of Saturdays, Sundays, and federal
holidays, of receipt of the Operator’s proposal whether the Participating Parties elect to
(a) participate in a recommended operation, or (b) not participate in a recommended
operation. Failure to respond shall be deemed to be an election not to participate in any
of the recommended operations.
11.8.2 Priority of Operations
If all Participating Parties elect to participate in the same proposed operation, Operator
shall conduct the operation at their cost and risk. If more than one (1) operation is
approved by (___) or more Participating Parties having a combined Working
Interest of percent (___%) or more, then the approved operation with the
lowest number as indicated below shall take precedence:
(Indicate the order of preference.)
_____ Additional Testing, coring, or logging. (If conflicting proposals are approved, the
proposal receiving the largest percentage of Working Interest approval shall take
precedence, and in the event of a tie between two (2) or more approved
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proposals, the approved proposal first received by the Parties shall take
precedence.)
_____ Complete at the Objective Horizon.
_____ Complete above the Objective Horizon. (If conflicting proposals are approved, the
operation proposed to the deepest/shallowest depth shall take precedence.)
_____ Deepen. (If conflicting proposals are approved, the operation proposed to the
deepest/shallowest depth shall take precedence.)
_____ Sidetrack. (If conflicting proposals are approved, the proposal receiving the
largest percentage of Working Interest approval shall take precedence, and in the
event of a tie between two (2) or more approved proposals, the approved
proposal first received by the Parties shall take precedence.)
_____ Other operations: . (If conflicting proposals are
approved, the proposal receiving the largest percentage of Working Interest
approval shall take precedence, and in the event of a tie between two (2) or more
approved proposals, the approved proposal first received by the Parties shall take
precedence.)
_____ Temporarily abandon.
_____ Plug and abandon.
11.8.3 Second Opportunity to Participate
If fewer than all but (__) or more Participating Parties having a combined
Working Interest of percent (__%) or more elect to participate in an
operation, the proposing Party shall notify the Participating Parties of the elections made,
whereupon a Party originally electing not to participate in the proposed operation may
then elect to participate by notifying the proposing Party within ( ) hours,
[ ] inclusive [ ] exclusive of Saturdays, Sundays, and federal holidays, after receipt of
such notice. If all Parties elect to participate in the proposed operation, Operator shall
conduct the operation at their cost and risk.
11.8.4 Operations by Fewer Than All Parties
If, after the election (if applicable) made under Article 11.8.3 (Second Opportunity to
Participate), fewer than all but (__) or more Parties having a combined
Working Interest of percent (__%) or more elect to participate in the
proposed operation that takes precedence, the proposing Party shall notify the
Participating Parties and each Participating Party shall have (_) hours, [ ] inclusive
[ ] exclusive of Saturdays, Sundays, and federal holidays, after receipt of the notice to
notify the proposing Party of the portion of the costs and risks attributable to the total Non-
participating Parties’ interests it elects to pay and bear. Unless otherwise agreed by the
Participating Parties, each Participating Party may, but shall not be obligated to, pay and
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Model Form of Offshore Operating Agreement
bear that portion of the costs and risks attributable to the total Non-participating Parties’
interests in the ratio that the Participating Party’s interest bears to the total interests of all
Participating Parties who elect to pay and bear a portion of costs and risks attributable to
the Non-participating Parties’ interests. Failure to respond shall be deemed to be an
election not to pay or bear any additional costs or risks. If the Participating Parties agree
to pay and bear one hundred percent (100%) of the costs and risks of the operation,
Operator, subject to Article 4.2 (Substitute Operator), shall conduct the operation as a
Non-consent Operation for the benefit of the Participating Parties, and the provisions of
Article 13 (Non-consent Operations) shall apply. If such agreement is not obtained,
however, the operation shall not be conducted and the effect shall be as if the proposal
had not been made. If a Participating Party in a well elects not to participate in the
Deepening or Sidetracking operation in the well, such non-consenting Party shall become
a Non-participating Party in all operations conducted in the Deepened or Sidetracked
portion of the well after that election.
Optional Provision: (Check if desired)
If the Non-consent Operation is an Additional Testing operation, Article 13 (Non-consent
Operations) shall not apply, however, a Party electing not to participate in the Additional
Testing shall not be entitled to information resulting from the operation.
11.8.5 Subsequent Operations
Upon the completion of an operation conducted under Article 11.8 (Course of Action After
Reaching Objective Depth), if the well is not either (a) Completed as a well capable of
producing Hydrocarbons in paying quantities, or (b) temporarily abandoned or
permanently plugged and abandoned, Operator shall notify the Participating Parties of
Operator’s recommendation for operations in the well under Articles 11.8.1 through
11.8.4, which again shall apply. If sufficient approval is not obtained to conduct a
subsequent operation in a well, or if all Participating Parties elect to plug and abandon the
well, subject to Article 14 (Abandonment, Salvage, and Surplus), Operator shall
permanently plug and abandon the well at the expense of all Participating Parties. Each
Participating Party shall be responsible for its proportionate share of the plugging and
abandonment costs associated with the operation in which it participated.
Optional Provision: (Check if desired.)
11.8.6 Restoration of Damaged Well
Notwithstanding anything to the contrary in Article 19.7, if, during Additional Testing, or
during a Deepening or Sidetracking operation which does not result in the well being
Completed as a Producible Well, the well is damaged to the extent that the well is
rendered incapable of having a lower-priority operation conducted and a Party (a) who
participated in the well, but not in the operation being conducted when the well was
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Model Form of Offshore Operating Agreement
damaged, (b) who has a sufficient percentage of the Working Interest to approve an
operation, and (c) who elected to conduct a lower-priority operation, still desires to
conduct the lower-priority operation after the well has been damaged, may conduct the
lower-priority operation, which would include operations to either restore the well to a
condition that will allow the lower-priority operation to be conducted or to drill a new well to
a sufficient depth to allow the lower-priority operation to be conducted. Upon conclusion
of the lower-priority operation, the Participating Parties in the operation being conducted
when the well was damaged shall reimburse the Participating Parties conducting the
lower-priority operation all their costs associated with restoration of the well to the point
prior to the lower-priority operation being conducted. In no event, however, shall
Participating Parties in the operation being conducted when the well was damaged be
required to reimburse the Participating Parties conducting the lower-priority operations an
amount greater than what was actually incurred in the damaged well.
ARTICLE 12
PLATFORM AND DEVELOPMENT FACILITIES
Appropriate provisions should be selected from the following alternatives:
(Check One Alternative:)
__ Alternative No. 1: Unanimous Approval.
12.1 Proposal (Alternative 1)
A Party may propose the fabrication or acquisition and installation of a Platform and/or
Development Facilities, by sending an AFE or notice to the other Parties in accordance with
Article 9 (Notices). Approval of a proposal for a Platform and/or Development Facilities shall
require the unanimous approval of the Parties.
12.2 Counterproposals (Alternative 1)
When a Platform and/or Development Facilities is proposed under Article12.1, a Party may, within
__________ (___) days after receipt of the AFE or notice for the original proposal, make a
counterproposal to fabricate or otherwise acquire and install said Platform and/or Development
Facilities by sending an AFE or notice to the other Parties in accordance with Article 9 (Notices).
The AFE or notice shall indicate that the proposal is a counterproposal to the original proposal. If
one or more counterproposals are made, each Party shall elect to participate in either the original
proposal, one counterproposal, or neither the original proposal nor a counterproposal.
____Alternative No. 2: Approval (all Parties bound)
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12.1 Proposal (Alternative 2)
A Party may propose the fabrication or acquisition and installation of a Platform and/or
Development Facilities, by sending an AFE or notice to the other Parties in accordance with
Article 9 (Notices). Except as provided in Article 12.4 (Rights to Take in Kind), the affirmative vote
of ____ (__) or more Parties having a combined Working Interest of _________ percent (__%) or
more shall constitute approval of and shall bind all Parties to participate in the proposed activity,
but nothing in this Article limits a Party’s rights under Article 15 (Withdrawal) should a Party prefer
to withdraw rather than to be bound by an approved proposal under this Article 12.1.
12.2 Counterproposals (Alternative 2)
When a Platform and/or Development Facilities is proposed under Article 12.1, a Party may,
within __________ (___) days after receipt of the AFE or notice for the original proposal, make a
counterproposal to fabricate or otherwise acquire and install said Platform and/or Development
Facilities by sending an AFE or notice to the other Parties in accordance with Article 9 (Notices).
The AFE or notice shall indicate that the proposal is a counterproposal to the original proposal. If
one or more counterproposals are made, each Party shall elect to participate in either the original
proposal, one counterproposal, or neither the original proposal nor a counterproposal. If two or
more proposals receive the approval of the number of Parties and combined Working Interests
required by Article 12.1 (Approval), the proposal receiving the largest percentage Working Interest
approval shall be deemed approved, and in the event two (2) or more approved proposals receive
the same Working Interest approval, the approved proposal first received by the Parties shall be
deemed approved.
_____Alternative No. 3: Approval (Parties may nonconsent)
12.1 Proposal (Alternative 3)
A Party may propose the fabrication or acquisition and installation of a Platform and/or
Development Facilities, by sending an AFE or notice to the other Parties in accordance with
Article 9 (Notices).
12.2 Counterproposals (Alternative 3)
When a Platform and/or Development Facilities is proposed under Article 12.1, a Party may,
within __________ (___) days after receipt of the AFE or notice for the original proposal, make a
counterproposal to fabricate or otherwise acquire and install said Platform and/or Development
Facilities by sending an AFE or notice to the other Parties in accordance with Article 9 (Notices).
The AFE or notice shall indicate that the proposal is a counterproposal to the original proposal. If
one or more counterproposals are made, each Party shall elect to participate in either the original
proposal, one counterproposal, or neither the original proposal nor a counterproposal. If two or
more proposals receive the approval of the number of Parties and combined Working Interests
required by Article 12.5 (Operations By Fewer Than All Parties), the proposal receiving the largest
percentage Working Interest approval shall be deemed approved, and in the event two (2) or
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more approved proposals receive the same Working Interest approval, the approved proposal first
received by the Parties shall be deemed approved.
12.2.1 Operations by All Parties (Alternative 3)
If all Parties elect to participate in the proposed operation, Operator shall conduct the
operation at their cost and risk.
12.2.2 Second Opportunity to Participate (Alternative 3)
If there are more than two (2) Parties and if fewer than all but (___) or more
Parties having a combined Working Interest of percent (___%) or more elect to
participate in the Platform and/or Development Facilities, then the proposing Party shall
notify the Parties of the elections made, whereupon a Party originally electing not to
participate may then elect to participate by notifying the proposing Party within
(__) hours, [ ] inclusive [ ] exclusive of Saturdays, Sundays, and federal holidays, after
receipt of such notice. If all Parties elect to participate in the Platform and/or
Development Facilities, Operator shall timely commence the fabrication and installation of
the Platform and/or Development Facilities at their cost and risk. If there are only two (2)
Parties to this Agreement, then there shall not be a second opportunity to elect to
participate, and if the Participating Party agrees to pay and bear one hundred percent
(100%) of the costs and risks of the operation, then the Operator, subject to Article 4.2
(Substitute Operator), shall conduct the operation as a Non-consent Operation for the
benefit of the Participating Party, and the provisions of Article 13 (Non-consent
Operations) shall apply.
12.2.3 Operations by Fewer Than All Parties (Alternative 3)
If there are more than two (2) Parties to this Agreement, then, after the election made
under Article 12.2.2 (Second Opportunity to Participate), fewer than all but
(___) or more Parties having a combined Working Interest of percent (___%)
or more elect to participate in the Platform and/or Development Facilities, the proposing
Party shall notify the Participating Parties, and each Participating Party shall have
(___) hours, [ ] inclusive [ ] exclusive of Saturdays, Sundays, and federal holidays,
after receipt of the notice to notify the proposing Party of the portion of the costs and risks
attributable to the total Non-participating Parties’ interests it elects to pay and bear.
Unless otherwise agreed by the Participating Parties, each Participating Party may, but
shall not be obligated to, pay and bear that portion of costs and risks attributable to the
total Non-participating Parties’ interests in the ratio that the Participating Party’s interest
bears to the total interests of all Participating Parties who elect to pay and bear a portion
of the costs and risks attributable to the total Non-participating Parties’ interests. Failure to
respond shall be deemed to be an election not to pay or bear any additional costs or risks.
If the Participating Parties agree to pay and bear one hundred percent (100%) of the
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costs and risks of the operation, the Operator, subject to Article 4.2 (Substitute Operator),
shall conduct the operation as a Non-consent Operation for the benefit of the Participating
Parties, and except as provided in Article 12.4 (Rights to Take in Kind), the provisions of
Article 13.2.1.(b) shall apply. If such agreement is not obtained, however, the fabrication
and installation of the Platform and/or Development Facilities shall not be commenced,
and the effect shall be as if the proposal had not been made.
12.3 Ownership and Use of the Platform and Development Facilities
Alternative No. 1
 Each Participating Party in the Development Facilities owns its Participating Interest share
of excess capacity of the Development Facilities and the excess weight, space and
buoyancy of the Platform, and it has the right to use its Participating Interest share of the
excess capacity, weight, space and buoyancy for hydrocarbon production from outside
the Lease at its sole discretion and for its sole account as long as such use does not
interfere unreasonably with operations being conducted on the Lease. It need not obtain
any type of approval from the other Participating Parties in the Development Facilities or
Platform in order to utilize its Participating Interest share of the excess capacity, weight,
space and buoyancy, nor must it pay the other Participating Parties in the Development
Facilities or Platform a fee to utilize its Participating Interest share of the excess capacity,
weight, space and buoyancy, nor must it share any of the fees it derives from the
utilization of its Participating Interest share of the excess capacity, weight, space and
buoyancy with the other Participating Parties in the Development Facilities or Platform.
However, it shall pay to the other Participating Parties in the Development Facilities a
“shut-in fee” based on _______ percent (__%) of the volumes of Hydrocarbons which
would have been produced while it was making ready to use its Participating Interest
share of the excess capacity, weight, space and buoyancy for hydrocarbon production
from outside the Lease. All hydrocarbon production from outside the Lease which
exceeds the volumes that a Party’s Participating Interest share of excess capacity can
handle (Additional Volumes), shall not be processed unless a “Facilities Use and
Production Handling Agreement” is agreed to by the owners of the additional excess
capacity required to handle the Additional Volumes.
Alternative No. 2
 The Participating Parties in the Development Facilities own all of the excess capacity of
the Development Facilities and the excess weight, space and buoyancy of the Platform.
Each Participating Party in the Development Facilities does not have the right to use its
Participating Interest share of the excess capacity, weight, space and buoyancy for
hydrocarbon production from outside the Lease. Each Participating Party in the
Development Facilities or Platform must obtain the unanimous approval of the other
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Participating Parties in the Development Facilities or Platform in order to utilize any
portion of the excess capacity, weight, space and buoyancy. It must negotiate the
payment of a fee with the Participating Parties in the Development Facilities or Platform in
order to utilize any portion of the excess capacity, weight, space and buoyancy. Each of
the Participating Parties in the Development Facilities or Platform shall receive its
Participating Interest share of all fees derived from the utilization of the excess capacity,
weight, space and buoyancy. All hydrocarbon production from outside the Lease shall be
processed under a “Facilities Use and Production Handling Agreement” unanimously
agreed to by the Participating Parties in the Development Facilities.
12.4 Rights to Take in Kind
Nothing in this Article 12 shall act to limit a Party’s rights under Article 22 (Disposition of
Production), or to otherwise separately dispose of its share of Hydrocarbon production. If a Party
elects (a) not to participate in an approved Development Facilities proposal and (b) to separately
dispose of its share of Hydrocarbon production (the “Separately Disposing Party”), the Separately
Disposing Party.
Select this box if Alternative 2 chosen above for Articles 12.1 and 12.2
shall not be bound to an approved Development Facilities proposal and forced to participate in
the approved Development Facilities proposal, but
Select this box if Alternative 3 chosen above for Articles 12.1 and 12.2
shall not be subject to the provisions of Article 13.2.1.(b), but
must provide proof to the Participating Parties in the approved Development Facilities proposal,
within (__) days from the last applicable response date to the Development Facilities
proposal that it has entered into fabrication and transportation contracts to separately dispose of
its own share of Hydrocarbon production. If a Separately Disposing Party fails to provide such
proof by that deadline and if there is sufficient capacity for the Development Facilities to
accommodate the Separately Disposing Party’s share of the Hydrocarbons, it shall immediately (I)
become a Participating Party in the Development Facilities and utilize the Development Facilities
for its share of Hydrocarbon production, (II) pay to the Participating Parties in the approved
Development Facilities proposal an amount equal to _____ percent (__%) of what would have
been the Separately Disposing Party’s share of the costs and expense of the Development
Facilities had it elected to participate in the Development Facilities under Article 12.1 or 12.2, and
(III) assume its share of the risks and liabilities associated with the construction and ownership of
the Development Facilities as of the date of commencement of the operations to construct same.
The Participating Parties in the original Development Facilities and the Separately Disposing
Party, which becomes a Participating Party in the original Development Facilities under Article
12.4 (I), shall own the original Development Facilities based on their Participating Interest share in
the original Development Facilities. If a Separately Disposing Party fails to provide such proof by
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that deadline and if there is insufficient capacity for the Development Facilities to accommodate
the Separately Disposing Party’s share of the Hydrocarbons, the Separately Disposing Party shall
(i) become a Participating Party in the original Development Facilities and utilize the available
capacity in the original Development Facilities, if any, for its share of Hydrocarbon production, (ii)
pay one hundred percent (100%) of the costs of an expansion or modification of the Development
Facilities, which is required to accommodate all or a portion of its share of the Hydrocarbons, and
assume one hundred percent (100%) of the risks and liabilities associated with (A) the
construction, installation and commissioning of the expanded or modified Development Facilities
and (B) the utilization of the expanded or modified Development Facilities for ______ (__) days
subsequent to the commencement of Hydrocarbon production through same, (iii) pay to the
Participating Parties in the approved Development Facilities proposal an amount equal to
percent (__%) of what would have been the Separately Disposing Party’s share of the costs and
expense of the original Development Facilities had it elected to participate in the original
Development Facilities under Article 12.1 or 12.2, (iv) assume its share of the risks and liabilities
associated with the construction and ownership of the original Development Facilities as of the
date of commencement of the operations to construct the original Development Facilities. The
Participating Parties in the original Development Facilities and the Separately Disposing Party,
which becomes a Participating Party in the original Development Facilities under Article 12.4(i),
shall own the expanded or modified Development Facilities based on their Participating Interest
share in the original Development Facilities, and the Participating Parties in the original
Development Facilities shall assume their Participating Interest share of the risks and liabilities
associated with the ownership of the expanded or modified Development Facilities ______ (__)
days after that the expanded or modified Development Facilities have been utilized.
12.5 Expansion or Modification of a Platform and/or Development Facilities
After installation of a Platform and/or Development Facilities, any Participating Party in that
Platform and/or Development Facilities may propose the expansion or modification of that
Platform and/or Development Facilities by written notice (along with its associated AFE) to the
other Participating Parties in that Platform and/or Development Facilities. That proposal requires
approval by two of more of the Participating Parties in the Platform and/or Development Facilities
with more than ____ percent (__%) of the Participating Interest in the Platform and/or
Development Facilities. If approved, that proposal will be binding on all Participating Parties in
that Platform and/or Development Facilities, and the Operator shall commence that expansion or
modification at the sole cost and risk of all of the Participating Parties in that Platform and/or
Development Facilities unless otherwise agreed.
12.6 Offsite Host Facilities
In the event that ___ (_) or more Parties with more than ______ percent (__%) of the
Participating Interest in Hydrocarbon production agree that Hydrocarbon production can most
effectively be processed and handled by an Offsite Host Facilities, the Operator, on behalf of the
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Model Form of Offshore Operating Agreement
Participating Parties, shall use reasonable efforts to secure a formal "Facilities Use and
Production Handling Agreement" from the owners of the Offsite Host Facilities. If the Operator
does secure access to Offsite Host Facilities in a Facilities Use and Production Handling
Agreement, each Participating Party shall have the right, but not the obligation, to utilize its
Participating Interest share of the capacity so secured. This Article 12.6 shall not constitute a limit
on a Party's right to install its own Take-in-Kind Facilities under Article 22 (Disposition of
Production).
ARTICLE 13
NON-CONSENT OPERATIONS
13.1 Non-consent Operations
Operator or substitute Operator under Article 4.2 (Substitute Operator) shall conduct Non-consent
Operations at the sole cost and risk of the Participating Parties in accordance with the following
provisions:
13.1.1 Non-interference
Non-consent Operations shall not interfere unreasonably with operations approved by all
of the Parties.
13.1.2 Multiple Completion Limitation
Subject to Article 10.9, a Non-consent Operation shall not be conducted in a well having
multiple Completions unless (a) each Completion is owned by the same Parties in the
same proportions; (b) the well is incapable of producing from any Completion; or (c) all
Participating Parties in the well consent to the operation.
13.1.3 Metering
In Non-consent Operations, Hydrocarbon production shall be determined upon the basis
of appropriate well tests, unless separate metering devices are required by a
governmental authority having jurisdiction.
13.1.4 Non-consent Well
Operations on a Non-consent Well shall not be conducted in a Producible Reservoir
without approval of all Parties unless (a) the Producible Reservoir is designated in the
notice as a Completion objective; (b) Completion of the well in the Producible Reservoir
will not increase the rates of Hydrocarbon production that are prescribed and approved for
the Producible Reservoir by the governmental authority having jurisdiction; and (c) the
horizontal distance between the vertical projections of the midpoint of the Producible
Reservoir in the well and an existing well currently completed in and producing from the
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Model Form of Offshore Operating Agreement
same Producible Reservoir will be at least __________ (___) feet for an oil-well
Completion or __________ (___) feet for a gas-well Completion.
13.1.5 Cost Information
Operator shall, within one hundred twenty (120) days after completion of a Non-consent
Operation, furnish the Parties either (a) an inventory and an itemized statement of the
cost of the Non-consent Operation and equipment pertaining thereto, or (b) a detailed
statement of the monthly billings. Each [ ] month [ ] quarter thereafter, while the
Participating Parties are being reimbursed under Article 13.2.1 (Production Reversion
Recoupment), Operator shall furnish the Non-participating Parties a [ ] monthly
[ ] quarterly statement detailing all costs and liabilities incurred in the Non-consent
Operation, together with a statement of the quantities of Hydrocarbons produced from it
and the amount of the proceeds from the sale of the Non-participating Parties’
relinquished Hydrocarbon production from the Non-consent Operation for the preceding
[ ] month [ ] quarter. Operator shall prepare the [ ] monthly [ ] quarterly statement
of the quantities of Hydrocarbons produced and the amounts of the proceeds from the
sale of Non-participating Parties’ relinquished Hydrocarbon production based on the
proceeds received for the Operator’s share of Hydrocarbon production. When Operator’s
payout calculation indicates that payout has occurred, Operator shall promptly notify all
Parties. The Participating Parties who assumed a portion of the Non-participating Parties’
relinquished interest shall then provide Operator all information pertaining to the
cumulative proceeds received from the sale of the Non-participating Parties’ relinquished
Hydrocarbon production. Operator shall revise the payout date using the actual proceeds
from the sale of the Non-participating Parties’ relinquished Hydrocarbon production and
administer any subsequent adjustments between the Parties.
13.1.6 Completions
For determinations under Article 13.1 (Non-consent Operations), each Non-consent
Operation in a single wellbore shall be accounted for separately.
13.2 Relinquishment of Interest
Upon commencement of Non-consent Operations, other than Non-consent Operations governed
by the Acreage Out Option (if selected) under Article 10.5 (Operations by Fewer Than All Parties)
or Article 13.7 (Operations Utilizing a Non-consent Platform and/or Development Facilities), each
Non-participating Party’s interest and leasehold operating rights in the Non-consent Operation and
title to Hydrocarbon production resulting therefrom; and if Article 13.8 (Discovery or Extension
from Non-consent Drilling) is effective, one-half (1/2) of each Non-participating Party’s interest and
leasehold operating rights and title to Hydrocarbon production from wells mentioned in Article 13.8
(Discovery or Extension from Non-consent Drilling); shall be owned by and vested in each
Participating Party in proportion to its Participating Interest, or in the proportions otherwise agreed
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Model Form of Offshore Operating Agreement
by the Participating Parties, for as long as the Non-Consent Operation is being conducted or
Hydrocarbon production is obtained therefrom, subject to the following:
13.2.1 Production Reversion Recoupment
When the Participating Parties have recouped out of Hydrocarbon production from the
Non-consent Operations attributable to the Non-participating Party’s interest an amount,
which when added to amounts received under Article 13.3 (Deepening or Sidetracking of
Non-consent Well), equals the sum of the following:
(a) percent (___%) of the Non-participating Party’s share of the
costs of the following Non-consent Exploratory Operations, or percent
(___%) of the Non-participating Party’s share of the costs of the following Non-
consent Development Operations: drilling, testing, Completing, Recompleting,
Deepening, Sidetracking, Reworking, plugging back, and temporarily abandoning
a well, reduced by the Non-participating Party’s Share of a cash contribution
received under Article 21.2 (Cash Contributions);
(b) if applicable, percent (____%) of Non-participating Party’s Share of
the cost of Platforms and/or Development Facilities approved under Article 12.1
(Proposal) or Article 12.2 (Counterproposals); such recoupment is limited to the
Non-participating Party’s Share of the Hydrocarbon production that utilize such
Platform and/or Development Facilities;
(c) percent (___%) of the Non-participating Party’s Share of the cost
charged in accordance with Article 13.9 (Allocation of Platform/Development
Facilities Costs to Non-consent Operations) of using an existing
Platform/Development Facilities; and
(d) the Non-participating Party’s Share of the costs of operation, maintenance,
treating, processing, gathering, and transportation, including, but not limited to, an
Offsite Host Facilities’ handling fees, as well as lessor’s royalties and severance,
Hydrocarbon production, and excise taxes,
then, the relinquished interests of the Non-participating Party shall automatically revert to
the Non-participating Party as of 7:00 a.m. of the day after the recoupment occurs.
Thereafter, the Non-participating Party shall own the same interest in the Non-consent
Well, equipment pertaining thereto, including, but not limited to, any Platform or
Development Facilities, and the Hydrocarbon production therefrom as the Non-
participating Party would have owned or been entitled to if it had participated in the Non-
consent Operation. Upon reversion, the Non-participating Party shall become a
Participating Party and, as such, shall become liable for its proportionate share of the
further costs of the operation as set forth in this Agreement and Exhibit “C”.
13.2.2 Non-production Reversion
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If the Non-consent Operation fails to obtain Hydrocarbon production or if the operation
results in Hydrocarbon production that ceases before complete recoupment by the
Participating Parties under Article 13.2.1 (Production Reversion Recoupment), such
leasehold operating rights shall revert to each Non-participating Party, except that all Non-
consent Wells, Platforms, and Development Facilities shall remain vested in the
Participating Parties (but the salvage value in excess of the sum remaining under Article
13.2.1 shall be credited to all Parties).
13.3 Deepening or Sidetracking of Non-consent Well
If a Participating Party proposes to Deepen or Sidetrack a Non-consent Well, a Non-participating
Party may then elect to participate in the Deepening or Sidetracking operation by notifying
Operator within thirty (30) days, or within forty-eight (48) hours, [ ] inclusive [ ] exclusive of
Saturdays, Sundays, and federal holidays, if a rig is on location and standby charges are being
incurred, after receiving notice of the proposal. A Non-participating Party that elects to participate
in Deepening or Sidetracking the well, as proposed, shall immediately pay the Participating
Parties, in accordance with Article 13.4 (Deepening or Sidetracking Cost Adjustments), its
Working Interest share of actual well costs (excluding logging, coring, testing, and Completion
costs other than the cost of setting any casing or Completion Equipment that is used in the
Deepening or Sidetracking), less all amounts recovered by the Participating Parties from the
proceeds of Hydrocarbon production from the well, as if the Non-participating Party had originally
participated to the initial objective depth or formation, in the case of a Deepening operation, or the
depth at which the Sidetracking operation is initiated. Thereafter, the Non-participating Party shall
be deemed to be a Participating Party for the Deepening or Sidetracking operations, and Article
13.2.1(a) shall not apply to that Party for the Deepened or Sidetracked portion of the well. The
initial Participating Parties, however, shall continue to recoup out of the proceeds of Hydrocarbon
production from the non-consent portion of the well any balance for the Non-consent Well
remaining to be recovered under Article 13.2.1 (Production Reversion Recoupment), less the
amounts paid by the Non-participating Party under this Article 13.3.
13.4 Deepening or Sidetracking Cost Adjustments
If a proposal is made to Deepen or Sidetrack a Non-consent Well, a well cost adjustment will be
performed as follows:
(a) Intangible drilling will be valued at the actual cost incurred by the Participating Parties.
(b) Tangible materials will be valued in accordance with the provisions of Exhibit “C”.
(c) For Sidetracking operations, the values determined in Articles 13.4(a) and 13.4(b) shall be
reduced by the amount allocated to that portion of the well from the surface to one
hundred feet (100’) below the point at which the Sidetracking was initiated. Such
allocations shall be consistent with the guidelines recommended by the applicable Council
of Petroleum Accountants Societies (“COPAS”) Guideline, as amended from time to time.
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(d) Amortization/depreciation shall be applied to both intangible and tangible values at the
rate of _______ percent (_____%) per annum from the date the well commenced
Hydrocarbon production to the date operations commence to Deepen or Sidetrack the
well, provided, however, the value of tangible materials after applying depreciation shall
never be less than __________ percent (_____%) of the value determined in Article
13.4(b).
13.5 Subsequent Operations in Non-consent Well
Except as provided in Article 13.3 (Deepening or Sidetracking of Non-consent Well), an election
not to participate in the drilling, Sidetracking, or Deepening of a well shall be deemed to be an
election not to participate in any subsequent operations in the well before full recovery by the
Participating Parties of the Non-participating Party’s recoupment amount.
13.6 Operations in a Production Interval
A Participating Party in a Production Interval may propose Rework or Sidetrack operations within
that Production Interval, or to permanently plug and abandon that Production Interval in a well;
however, no Production Interval in a well shall be abandoned without the unanimous approval of
the Participating Parties in the Production Interval.
(Check one Alternative:)
Alternative No. 1
If a proposal, estimated to exceed the amount specified in Article 8.2 (Authorization), is
made to Rework or Sidetrack a Production Interval, the unanimous approval of the Parties
owning an interest in the Production Interval shall be required to conduct the operation.
Alternative No. 2
If a proposal, estimated to exceed the amount specified in Article 8.2 (Authorization), is
made to Rework or Sidetrack a Production Interval and the Participating Parties elect to
participate in the proposed operation, Operator shall conduct the operation at their sole
cost and risk. If fewer than all but (___) or more Parties having a
combined Participating Interest of percent (___%) or more elect to
participate in the proposed operation, Operator shall conduct the Reworking or
Sidetracking operation at the cost and risk of the Participating Parties owning an interest in
the Production Interval.
A proposal to Rework an interval, other than a Production Interval, shall be made and approved in
accordance with Article 11.5 (Operations by Fewer Than All Parties).
13.7 Operations Utilizing a Non-consent Platform and/or Development Facilities
Except as otherwise provided in Article 12.4 (Rights to Take in Kind) and this Article 13.7, if
applicable, a Party that did not originally participate in a Platform and/or Development Facilities
shall be a Non-participating Party for all operations utilizing the Platform and/or Development
Facilities and shall be subject to Article 13.2 (Relinquishment of Interest). Notice, in accordance
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Model Form of Offshore Operating Agreement
with Article 9 (Notices), shall be given to the Non-participating Party for all wells proposed to be
drilled from or tied-back to the Non-consent Platform and/or handled by non-consent
Development Facilities. If a Non-participating Party in a Non-consent Platform and/or
Development Facilities desires to participate in the drilling of any such well proposed by the
Participating Parties in the Platform and/or Development Facilities, the Non-participating Party
desiring to join in the proposed well shall first pay the Participating Parties in the Platform and/or
Development Facilities its proportionate share of the cost of the Platform and/or Development
Facilities, including, but not limited to, costs of material, fabrication, transportation, and installation
plus any remaining amounts to be recouped under Article 13.2.1(b). The Non-participating Party
shall remit payment to Operator and Operator shall (a) reimburse the Participating Parties in the
Platform and/or Development Facilities in the same proportions they are sharing in the Platforms
and/or Development Facilities recoupment account, and (b) credit the applicable payout account.
Upon payment of that amount, the original Non-participating Party shall become an owner and a
Participating Party in the Platform and/or Development Facilities in the same manner as if
recoupment had occurred under Article 13.2.1 (Production Reversion Recoupment), and may
participate in all future wells drilled from or tied back to the Platform. As to well operations
conducted from the Platform and/or Development Facilities prior to payment under this Article
13.7, the original Non-participating Party shall remain a Non-participating Party in such Non-
consent Operations until such time as the entire recoupment balance applicable to all such Non-
consent Operations in the aggregate has occurred, as provided for in Articles 13.2.1(a) and
13.2.1(d).
13.8 Discovery or Extension from Non-consent Drilling
If a Non-consent Well (a) discovers a new Producible Reservoir or (b) extends an existing
Producible Reservoir beyond its recognized boundaries, as unanimously agreed by the
Participating Parties in all existing wells currently producing from the existing Producible Reservoir
before commencement of drilling operations, the recoupment of costs for the well shall be
governed by Article 13.2 (Relinquishment of Interest) and shall be recovered by the Participating
Parties in one of the following ways:
(a) if the Non-consent Well is not completed and produced, recoupment shall be out of one-
half (1/2) of each Non-participating Party’s interest in Hydrocarbon production from all
subsequently drilled and completed wells on the Lease that are completed in the
Producible Reservoir discovered, or in that portion extended, by the Non-consent Well
and in which the Non-participating Party has a Participating Interest; or
(b) if the Non-consent Well is completed and produced, recoupment shall be out of the Non-
participating Party’s Share of all Hydrocarbon production from the Non-consent Well and
one-half (1/2) of the Non-participating Party’s interest in Hydrocarbon production from all
subsequently drilled and completed wells on the Lease that are completed in the
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Model Form of Offshore Operating Agreement
Producible Reservoir discovered, or in that portion extended, by the Non-consent Well
and in which the Non-participating Party has a Participating Interest.
13.9 Allocation of Platform/Development Facilities Costs to Non-consent Operations
Non-consent Operations shall be subject to further conditions as follows:
13.9.1 Charges
In the event a well is drilled or produced from a Platform and/or is produced through
Development Facilities whose Participating Parties are different from the Participating
Parties in that well or if the Participating Parties’ Participating Interest shares in that
Platform and/or Development Facilities are different from their Participating Interest
shares in that well, the rights of the Participating Parties in that well and the costs to use
the Platform and/or Development Facilities for that well shall be determined as follows:
(a) The Participating Parties in that well shall pay to the Operator a one-time slot
usage fee for the use of a slot on the Platform equal to __ percent (__%) of the
cost of the Platform. Within fifteen (15) days of its receipt of that fee, the
Operator shall distribute to the Participating Parties in the Platform their
Participating Interest share of that payment. For purposes of calculating the slot
usage fee, the total cost of the Platform shall be reduced by ______ percent
(__%) per month, commencing on the date the Platform was installed and
continuing every month thereafter until the month actual drilling operations on that
well is commenced; however, the total cost of the Platform shall not be reduced
by more than ______ percent (__%) of the total Platform’s costs. The cost of
additions to the Platform shall be reduced in the same manner commencing the
first month after the addition is installed.
If that well is abandoned, having never produced Hydrocarbons, the right of the
Participating Parties in that well to use the Platform slot through which the well
was drilled shall terminate unless those Parties commence drilling a substitute
well for the abandoned well through the same slot within ninety (90) days of the
abandonment. If that substitute well is abandoned, having never produced
Hydrocarbons, the right of the Participating Parties in that well to use the Platform
slot through which the well was drilled shall terminate.
The slot usage fee shall not apply to a slot deemed to be "surplus." A slot may be
deemed surplus only by the unanimous agreement of the Participating Parties in
the Platform.
(b) The Participating Parties in that well shall pay to the owners of the Development
Facilities a lump sum equal to that portion of the total cost of those Development
Facilities that the throughput volume of the Non-consent Operation bears to
current the total design throughput volume of the Development Facilities.
Throughput volume shall be estimated by the Operator in barrels produced per
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Model Form of Offshore Operating Agreement
day (with 1 barrel of oil equaling 5.8 mcf of gas), using an average daily volume of
the first three months of Hydrocarbon production from the Non-consent
Operation. For purposes of calculating the Development Facilities lump sum
payment, the total cost of the Development Facilities, shall be reduced by ______
percent (__%) per month, commencing from the date when the Development
Facilities were installed and continuing every month thereafter until the first month
during which Hydrocarbon production from the Non-consent Operation
commences, but the total cost of the Development Facilities shall not be reduced
more than _______ percent (__%) of the total Development Facilities’ cost. If a
modification, expansion, or addition to the Development Facilities is made after
commencing first Hydrocarbon production and before connection of the Non-
consent Operation to the Development Facilities, the Development Facilities lump
sum payment shall be reduced in the same manner described above, from the
month in which the Development Facilities modification, expansion or addition is
completed until the first month during which Hydrocarbon production from the
Non-consent Operation is commenced.
Payment of sums under this Article 13.9.1 is not a purchase of an additional interest in the
Platform or the Development Facilities. Such payment shall be included in the total
amount that the Participating Parties are entitled to recoup out of Hydrocarbon production
from the Non-consent Well.
13.9.2 Operating and Maintenance Charges
The Participating Parties shall pay all costs necessary to connect a Non-consent Well to
the Platform and/or Development Facilities and that proportionate part of the costs of
operating and maintaining the Platform and/or Development Facilities applicable to the
Non-consent Well. Platform operating and maintenance costs that are costs not directly
attributable to a wellbore shall be allocated equally to all actively producing Completions.
Operating and maintenance costs for the Development Facilities shall be allocated on a
volume throughput basis, that is, in the proportion that the volume throughput of the well
bears to the total volume throughput of all wells connected to the Development Facilities.
Volume throughput, as used in this Article 13.9.2, shall be determined by considering all
Hydrocarbons and water volumes.
13.10 Allocation of Costs Between Zones
Except as provided in Article 10.9 (Wells Proposed Below Deepest Producible Reservoir), if for
any reason the Participating Interests of the Parties in a well are not the same for the entire depth
or the Completion thereof, the costs of drilling, Completing, and equipping the well shall be
allocated in an equitable manner, as agreed by the Parties, based on the value and allocation
recommended in the applicable COPAS Guideline, as amended from time to time.
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Model Form of Offshore Operating Agreement
13.11 Lease Maintenance Operations
An operation proposed within the last __________ (___) months of the primary term or,
subsequent thereto, an operation proposed to perpetuate the Lease or portion thereof at its
expiration date or otherwise, including, but not limited to, well operations, regulatory relief (for
example, course of action necessary to satisfy the statutory or regulatory requirements of the
governmental authority having jurisdiction), and other Lease operations, shall be deemed to be a
“Lease Maintenance Operation.” To invoke this Article 13.11, a notice or AFE that proposes an
operation must state that the proposed operation is a Lease Maintenance Operation.
13.11.1 Participation in Lease Maintenance Operations
A Party may propose a Lease Maintenance Operation by giving notice to the other
Parties. If fewer than all Parties elect to participate in the proposed Lease Maintenance
Operation, the proposing Party shall notify the Parties of the elections made. Each Party
electing not to participate shall then have a second opportunity to participate in the
proposed operation by notifying the other Parties of its election within forty-eight (48)
hours after receipt of the notice. A Lease Maintenance Operation shall not require
minimum approval, either of the number of Parties or the percentage of the voting
interests of the Parties otherwise required in Article 6.1.2 (Vote Required). For a Lease
Maintenance Operation to be conducted, the Participating Parties must agree to pay and
bear one hundred percent (100%) of the costs and risks of the operation. If more than
one Lease Maintenance Operation is proposed, the operation with the greatest
percentage approval shall be conducted. Notwithstanding the recoupment provisions of
this Agreement, a Party electing not to participate in a well operation proposed as a Lease
Maintenance Operation shall promptly assign, effective as of the date the operation
commences, to the Participating Parties all of its right, title, and interest in and to that
portion of the Lease that would otherwise expire and the property and equipment
attributable thereto, in accordance with Article 26 (Successors, Assigns, [and Preferential
Rights]). If more than one Lease Maintenance Operation is proposed and there is a tie
between two proposed operations, both operations shall be conducted and the costs and
risks of conducting both operations shall be paid and borne by the Participating Parties. If
the drilling of a well is undertaken as a Lease Maintenance Operation, further operations
conducted by the Participating Parties in the well shall be governed by Article 10.9
(Course of Action After Reaching Objective Depth) or Article 11.9 (Course of Action After
Reaching Objective Depth), whichever applies. If more than one well operation is
conducted, any of which would perpetuate the Lease or such portion thereof, an
assignment shall not be required from a Party participating in any such well operation.
13.11.2 Accounting for Non-participation
If after one (1) year from completion of a well operation conducted as a Lease
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Model Form of Offshore Operating Agreement
Maintenance Operation, the Lease or portion thereof is being perpetuated by a Lease
Maintenance Operation, as provided in Article 13.11.1 (Participation in Lease
Maintenance Operations), Operator shall render a final statement, if applicable, to the
assigning Party for its share of all expenses attributed to the assigned interest before the
effective date of the assignment, plus any credit or deficiency in salvage value calculated
under Article 15.3.1 (Prior Expenses). The assigning Party shall settle any deficiency
owed the non-assigning Parties within thirty (30) days after receipt of Operator’s
statement.
Optional Provision: (Check if desired)
13.12 Retention of Lease by Non-consent Well
If, at the expiration of the primary term of the Lease, one or more Non-consent Wells, except wells
drilled under the Acreage Out Option under Article 10.5 (Operations by Fewer Than All Parties), if
selected, are the only wells perpetuating the Lease, Operator shall give written notice to each
Non-participating Party that the Non-consent Wells are serving to perpetuate the Lease. Each
Non-participating Party shall, within thirty (30) days after receipt of Operator’s written notice, elect
one of the following:
(a) to assign its entire interest in the Lease to the Participating Parties in the proportions in
which the Non-consent Wells are owned; or
(b) to pay the Participating Parties, within sixty (60) days after its election, the lesser of its
proportionate share of the actual well costs of the wells, as if the Non-participating Party
had originally participated, or the balance of the recoupment account. The payment shall
be made to Operator and credited to the account of each Participating Party. The Non-
participating Party shall remain as a Non-participating Party until full recoupment is
obtained, but the payment shall be credited against the total amount to be recouped by
the Participating Parties.
A Non-participating Party that fails to make the required election shall be deemed to have elected
under Article 13.12(a) to relinquish its entire interest in the Lease. If a Non-participating Party
elects to make payment under Article 13.12(b) but fails to make the required payment within sixty
(60) days after its election, the Non-participating Party shall either remain liable on the obligation
to pay or, by unanimous vote of the Participating Parties, be deemed to have elected under Article
13.12(a) to relinquish its entire interest in the Lease. Each relinquishing Non-participating Party
shall promptly execute and deliver an assignment of its interest to the Participating Parties, in
accordance with Article 26 (Successors, Assigns, [and Preferential Rights]).
13.13 Non-Consent Premiums
A non-consent premium paid by a Non-Participating Party to the Participating Parties shall be
allocated to the Participating Parties based on their original Participating Interest share in the Non-
consent Operation which generated the non-consent premium.
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Model Form of Offshore Operating Agreement
ARTICLE 14
ABANDONMENT, SALVAGE, AND SURPLUS
14.1 Platform Salvage and Removal Costs
When the Parties owning wells, Platforms and/or Development Facilities unanimously agree to
dispose of the wells, Platforms and/or Development Facilities, it shall be disposed of by Operator
in the time and manner approved by the Parties. The costs, risks, and net proceeds, if any, for
the disposal shall be shared by the Parties in proportion to their Participating Interests therein.
14.2 Abandonment of Platforms, Development Facilities or Wells
Except as provided in Article 10 (Exploratory Operations) and Article 11 (Development
Operations), a Participating Party may propose the abandonment of a Platform and Development
Facilities or wells by notifying the other Participating Parties. No Platform and Development
Facilities or wellbore shall be abandoned without the unanimous approval of the Participating
Parties. If the Participating Parties do not approve abandoning the Platform and Development
Facilities or wells, the Operator shall prepare a statement of the abandoning Party’s share of
estimated abandonment costs, less its share of estimated salvage value, as determined by the
Operator pursuant to Exhibit “C”. The Party desiring to abandon it shall pay the Operator, on
behalf of the Participating Parties for that Party’s share of the estimated abandonment costs, less
its share of estimated salvage value, within thirty (30) days after receipt of the Operator’s
statement. If an abandoning Party’s respective share of the estimated salvage value is greater
than its share of the estimated costs, Operator, on behalf of the Participating Parties, shall pay a
sum equal to the deficiency to the abandoning Party within thirty (30) days after the abandoning
Party’s receipt of the Operator’s statement.
14.3 Assignment of Interest.
Each Participating Party desiring to abandon a Platform and Development Facilities or wells under
Article 14.2 (Abandonment of Platforms, Development Facilities or Wells) shall assign, effective
as of the last applicable election date, to the non-abandoning Parties, in proportion to their
Participating Interests, its interest in the Platform and Development Facilities or wells and the
equipment therein and its ownership in the Hydrocarbon production from the wells. A Party so
assigning shall be relieved from further liability for the Platform and Development Facilities or
wells, except liability for payments under Article 14.2 (Abandonment of Platforms, Development
Facilities or Wells).
14.4 Abandonment Operations Required by Governmental Authority
A well abandonment or Platform and Development Facilities removal required by a governmental
authority having jurisdiction shall be accomplished by Operator with the costs, risks, and net
proceeds, if any, to be shared by the Parties owning the well or Platform and Development
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Model Form of Offshore Operating Agreement
Facilities in proportion to their Participating Interests therein. No approval by the Parties will be
necessary for Operator to proceed with the government required well abandonment, or Platform
and Development Facilities removal. The Operator shall provide the Parties with an informational
AFE prior to commencing such an abandonment or removal.
14.5 Disposal of Surplus Material
Material and equipment acquired hereunder may be classified as surplus by Operator when
deemed no longer needed in present or foreseeable operations. Operator shall determine the
value and cost of disposing of the materials in accordance with Exhibit “C”. If the material is
classified as junk or if the value, less cost of disposal, is less than or equal to Dollars
($_____), Operator shall dispose of the surplus materials in any manner it deems appropriate. If
the value, less the cost of disposal of the surplus material, is greater than Dollars
($_____), Operator shall give written notice thereof to the Parties owning the material. Unless
purchased by Operator, the surplus material shall be disposed of in accordance with the method
of disposal approved by the Parties owning the material. Proceeds from the sale or transfer of
surplus material shall be promptly credited to each Party in proportion to its ownership of the
material at the time of retirement or disposition.
ARTICLE 15
WITHDRAWAL
15.1 Right to Withdraw
Subject to this Article 15.1, any Party may withdraw from this Agreement as to one or more
Leases (the "Withdrawing Party") by giving prior written notice to all other Parties stating its
decision to withdraw (“the withdrawal notice”). The withdrawal notice shall specify an effective
date of withdrawal that is at least (___) days, but not more than (___)
days, after the date of the withdrawal notice. Within thirty (30) days of receipt of the withdrawal
notice, the other Parties may join in the withdrawal by giving written notice of that fact to the
Operator (“written notice to join in the withdrawal”) and upon giving written notice to join in the
withdrawal are “Other Withdrawing Parties”. The withdrawal notice and the written notice to join in
the withdrawal are unconditional and irrevocable offers by the Withdrawing Party and the Other
Withdrawing Parties to convey to the Parties who do not join in the withdrawal (“the Remaining
Parties”) the Withdrawing Party's and the Other Withdrawing Parties’ entire Working Interest in all
of the Lease or Leases, Hydrocarbon production, and other property and equipment owned under
this Agreement.
15.2 Response to Withdrawal Notice
Failure to respond to a withdrawal notice is deemed a decision not to join in the withdrawal.
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15.2.1 Unanimous Withdrawal
If all the other Parties join in the withdrawal,
(a) no assignment of Working Interests shall take place;
(b) subject to Article 14.4, no further operations may be conducted under this
Agreement unless agreed to by all Parties;
(c) the Parties shall abandon all activities and operations within the Lease and
relinquish all of their Working Interests to the MMS within (__) days of the
conclusion of the thirty (30) day joining period; and
(d) notwithstanding anything to the contrary in Article 14 (Abandonment, Salvage and
Surplus), the Operator shall:
1) furnish all Parties a detailed abandonment plan, if applicable, and a
detailed cost estimate for the abandonment within (___) days
after the conclusion of the thirty (30) day joining period; and
2) cease operations and begin to permanently plug and abandon all wells
and remove all Facilities in accordance with the abandonment plan.
15.2.2 No Additional Withdrawing Parties
If none of the other Parties join in the withdrawal, then the Remaining Parties must accept
an assignment of their Participating Interest share of the Withdrawing Party's Working
Interest.
15.2.3 Acceptance of the Withdrawing Parties’ Interests.
If one or more but not all of the other Parties join in the withdrawal and become Other
Withdrawing Parties, then within forty-eight (48) hours (exclusive of Saturdays, Sundays,
and federal holidays) of the conclusion of the thirty (30) day joining period, each of the
Remaining Parties shall submit to the Operator a written rejection or acceptance of its
Participating Interest share of the Withdrawing Party’s and Other Withdrawing Parties'
Working Interest. Failure to make that written rejection or acceptance shall be deemed a
written acceptance. If the Remaining Parties are unable to select a successor Operator, if
applicable, or if a Remaining Party submits a written rejection and the other Remaining
Parties do not agree to accept one hundred percent (100%) of the Withdrawing Party’s
and Other Withdrawing Parties' Working Interest within ____ (__) days of the conclusion
of the forty-eight (48) hour period to submit a written rejection or acceptance, the
Remaining Parties will be deemed to have joined in the withdrawal, and Article 15.2.1
(Unanimous Withdrawal) will apply.
15.2.4 Effects of Withdrawal
Except as otherwise provided in this Agreement, after giving a withdrawal notice or a
written notice to join in the withdrawal, the Withdrawing Party and Other Withdrawing
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Parties are not entitled to approve or participate in any activity or operation in the Lease,
other than those activities or operations for which they retain a financial responsibility.
The Withdrawing Party and Other Withdrawing Parties shall take all necessary steps to
accomplish their withdrawal by the effective date referred to in Article 15.1 (Right to
Withdraw) and shall execute and deliver to the Remaining Parties all necessary
instruments to assign their Working Interest to the Remaining Parties. A Withdrawing
Party and Other Withdrawing Parties shall bear all expenses associated with their
withdrawal and the transfer of their Working Interest.
15.3 Limitation Upon and Conditions of Withdrawal
15.3.1 Prior Expenses
The Withdrawing Party and Other Withdrawing Parties remain liable for their Participating
Interest share of the costs of all activities, operations, rentals, royalties, taxes, damages,
Hydrocarbon imbalances, or other liability or expense accruing or relating to (i) obligations
existing as of the effective date of the withdrawal, (ii) operations conducted before the
effective date of the withdrawal, (iii) operations approved by the Withdrawing Party and
Other Withdrawing Parties before the effective date of the withdrawal, or (iv) operations
commenced by the Operator under one of its discretionary powers under this Agreement
before the effective date of the withdrawal. Before the effective date of the withdrawal,
the Operator shall provide a statement to the Withdrawing Party and Other Withdrawing
Parties for (1) their respective shares of all identifiable costs under this Article 15.3.1 and
(2) their respective Participating Interest shares of the estimated current costs of plugging
and abandoning all wells and removing all Platforms, Development Facilities, and other
materiel and equipment owned by the Joint Account, less their respective Participating
Interest Shares of the estimated salvage value of the assets at the time of abandonment,
as approved by vote. This statement of expenses, costs, and salvage value shall be
prepared by the Operator under Exhibit “C”. Before withdrawing, the Withdrawing Party
and Other Withdrawing Parties shall either pay the Operator, for the benefit of the
Remaining Parties, the amounts allocated to them as shown in the statement, or provide
security satisfactory to the Remaining Parties for all obligations and liabilities they have
incurred and all obligations and liabilities attributable to them before the effective date of
the withdrawal. All liens, charges, and other encumbrances, including but not limited to
overriding royalties, net profits interest and production payments, which the Withdrawing
Party and Other Withdrawing Parties placed (or caused to be placed) on their Working
Interest shall be fully satisfied or released prior to the effective date of its withdrawal
(unless the Remaining Parties are willing to accept the Working Interest subject to those
liens, charges, and other encumbrances).
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15.3.2 Confidentiality
The Withdrawing Party and Other Withdrawing Parties will continue to be bound by the
confidentiality provisions of Article 7.3 (Confidentiality) after the effective date of the
withdrawal but will have no further access to technical information relating to activities or
operations under this Agreement. The Withdrawing Party and Other Withdrawing Parties
are not required to return to the Remaining Parties Confidential Data acquired prior to the
effective date of the withdrawal.
15.3.3 Emergencies and Force Majeure
No Party may withdraw during a Force Majeure or emergency that poses a threat to life,
safety, property or the environment but may withdraw from this Agreement after
termination of the Force Majeure or emergency. The Withdrawing Party and Other
Withdrawing Parties remain liable for their share of all costs and liabilities arising from the
Force Majeure or emergency, including but not limited to the drilling of relief wells,
containment and cleanup of oil spills and pollution, and all costs of debris removal made
necessary by the Force Majeure or emergency.
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ARTICLE 16
RENTALS, ROYALTIES, AND OTHER PAYMENTS
16.1 Overriding Royalty and Other Burdens
If the Working Interest or Participating Interest of a Party is subject to an overriding royalty,
Hydrocarbon production payment, net profits interest, mortgage, lien, security interest, or other
burden or encumbrance, other than lessor’s royalty and other burdens listed in Exhibit “A”, the
Party so burdened shall pay and bear all liabilities and obligations created or secured by the
burden or encumbrance and shall indemnify and hold the other Parties harmless from all claims
and demands for payment asserted by the owners of the burdens or encumbrances. If a Party
becomes entitled to an assignment under this Agreement, or as a result of Non-consent
Operations hereunder becomes entitled to receive a relinquished interest, as provided in Article
13.2 (Relinquishment of Interest), otherwise belonging to a Non-participating Party whose
Working Interest in the operations is so burdened or encumbered, the Party entitled to receive the
assignment from the Non-participating Party or the relinquished interest of the Non-participating
Party’s Hydrocarbon production shall receive same free and clear of all such burdens and
encumbrances, and the Non-participating Party whose interest is subject to the burdens and
encumbrances shall hold the Participating Parties harmless for the burdens and encumbrances,
and will bear same at its own expense.
16.2 Subsequently Created Interest
Notwithstanding anything in this Agreement to the contrary, if a Party, after execution of this
Agreement, creates an overriding royalty, Hydrocarbon production payment, net profits interest,
carried interest, or any other interest out of its Working Interest which the Parties do not
unanimously agree to list on Exhibit “A”, (hereinafter called “Subsequently Created Interest”), the
Subsequently Created Interest shall be made specifically subject to this Agreement. If the Party
owning the interest from which the Subsequently Created Interest was established fails to pay,
when due, its share of costs, and if the proceeds from the sale of Hydrocarbon production under
Article 8.6 (Security Rights) are insufficient for that purpose, or elects to abandon a well, or elects
to relinquish its interest in the Lease, the Subsequently Created Interest shall be chargeable with
a pro rata portion of all costs in the same manner as if the Subsequently Created Interest were a
Working Interest, and Operator may enforce against the Subsequently Created Interest the lien
and other rights granted or recognized under this Agreement to secure and enforce collection of
costs chargeable to the Subsequently Created Interest. The rights of the owner of the
Subsequently Created Interest shall be, and hereby are, subordinated to the rights granted or
recognized by Article 8.6 (Security Rights).
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Model Form of Offshore Operating Agreement
16.3 Payment of Rentals and Minimum Royalties
Operator shall pay in a timely manner, for the joint account of the Parties, all rental, minimum
royalties, and other similar payments accruing under the Lease and shall, on request, submit
evidence of each such payment to the Parties. Operator shall not be held liable to the other
Parties in damages for loss of the Lease or interest therein if, through mistake or oversight, a
rental, minimum royalty, or other payment is not paid or is erroneously paid. The loss of a Lease
or interest therein resulting from the Operator’s failure to pay, or erroneous payment of rental or
minimum royalty shall be a joint loss, and there shall be no readjustment of interests. For
Hydrocarbon production delivered in kind by Operator to a Non-operator or to another for the
account of a Non-operator, the Non-operator shall provide Operator with information about the
Non-operator’s proceeds received or the value of the Hydrocarbon production taken in kind in
order that Operator may make payments of minimum royalties due.
16.4 Non-participation in Payments
A Party that desires not to pay its share of a rental, minimum royalty, or similar payment shall
notify the other Parties in writing at least sixty (60) days before the payment is due. Operator shall
then make the payment for the benefit of the Parties that do desire to maintain the Lease. In such
event, the Non-participating Party shall assign to the Participating Parties, upon their request, the
portions of its interest in the Lease maintained by the payment. The assigned interest shall be
owned by each Participating Party in proportion to its Participating Interest. The assignment shall
be made in accordance with Article 27 (Successors, Assigns, [and Preferential Rights]).
16.5 Royalty Payments
Each Party shall be responsible for and shall separately bear and properly pay or cause to be paid
all royalty and other amounts due on its share of Hydrocarbon production taken in accordance
with state or federal regulations, as may be amended from time-to-time. Adjustments shall be
made among the Parties in accordance with Exhibit “E” (Gas Balancing Agreement). During a
period when Participating Parties in a Non-consent Operation are receiving a Non-participating
Party’s share of Hydrocarbon production, the Participating Parties shall bear and properly pay, or
cause to be paid, the Lease royalty on the Hydrocarbon production taken, and shall hold the Non-
participating Parties harmless from liability for the payment.
ARTICLE 17
TAXES
17.1 Property Taxes
Operator shall render property covered by this Agreement for ad valorem taxation, if applicable,
and shall pay the property taxes for the benefit of each Party. Operator shall charge each Party its
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Model Form of Offshore Operating Agreement
share of the tax payments. If the ad valorem taxes are based in whole or in part upon separate
valuations of each Party’s Working Interest, then notwithstanding anything in this Agreement to
the contrary, each Party’s share of property taxes shall be in proportion to the tax value generated
by that Party’s Working Interest.
17.2 Contest of Property Tax Valuation
Operator shall timely and diligently protest to a final determination each tax valuation it deems
unreasonable. Pending such determination, Operator may elect to pay under protest. Upon final
determination, Operator shall pay the taxes and the interest, penalties, and costs accrued as a
result of the protest. In either event, Operator shall charge each Party its share of any amounts
due, and each Party shall be responsible for reimbursing Operator for any such amounts paid.
17.3 Production and Severance Taxes
Each Party shall pay, or cause to be paid, all production and severance taxes due on Hydrocarbon
production that it receives under this Agreement.
17.4 Other Taxes and Assessments
Operator shall pay other applicable taxes (other than income taxes, excise taxes, or other similar
types of taxes) or assessments and charge each Party its share.
ARTICLE 18
INSURANCE
18.1 Insurance
Operator shall provide and maintain the insurance prescribed in Exhibit “B” and charge those
costs to the Joint Account. No other insurance shall be carried for the benefit of the Parties under
this Agreement, except as provided in Exhibit “B”.
18.2 Bonds
Operator shall obtain and maintain all bonds or financial guarantees required by an applicable law,
regulation or rule. The costs of those bonds or financial guarantees acquired exclusively for the
conduct of activities and operations under this Agreement shall be charged to the Joint Account,
including an amount equivalent to the reasonable cost of that bond or financial guarantee if
Operator provides that bond or guarantee itself and does not engage a third party to do so.
Operator shall require all contractors to obtain and maintain all bonds required by an applicable
law, regulation or rule.
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Model Form of Offshore Operating Agreement
ARTICLE 19
LIABILITY, CLAIMS, AND LAWSUITS
19.1 Individual Obligations
The obligations, duties, and liabilities of the Parties under this Agreement are several, not joint or
collective. Nothing in this Agreement shall ever be construed as creating a partnership of any
kind, joint venture, agency relationship, association, or other character of business entity
recognizable in law for any purpose. In their relations with each other under this Agreement, the
Parties shall not be considered to be fiduciaries or to have established a confidential relationship,
except as specifically provided in Article 7.3 (Confidentiality) and Article 7.4 (Limited Disclosure),
but rather shall be free to act at arm’s length in accordance with their own respective self-
interests. Each Party shall hold all other Parties harmless from liens and encumbrances on the
Lease arising as a result of its acts.
19.2 Notice of Claim or Lawsuit
If, on account of a matter involving activities or operations under this Agreement, or affecting the
Lease, a claim is made against a Party, or if a party outside of this Agreement files a lawsuit
against a Party, or if a Party files a lawsuit, or if a Party receives notice of a material administrative
or judicial hearing or other proceeding, that Party shall give written notice of the claim, lawsuit,
hearing, or proceeding (“Claim”) to the other Parties as soon as reasonably practicable.
19.3 Settlements
The Operator may settle a Claim, or multiple Claims arising out of the same incident, involving
activities or operations under this Agreement or affecting the Lease, if the aggregate expenditure
does not exceed ($ ) and if the payment is in
complete settlement of these Claims. If the amount required for settlement exceeds this amount,
the Parties shall determine the further handling of the Claims under Article 19.4 (Defense of
Claims and Lawsuits).
19.4 Defense of Claims and Lawsuits
The Operator shall supervise the handling, conduct, and prosecution of all Claims involving
activities or operations under this Agreement or affecting the Lease. Claims may be settled in
excess of the amount specified in Article 19.3 (Settlements) if the settlement is approved by vote
in accordance with Article 6.1.2 of the Participating Parties in the activity or operation out of which
the Claim arose, but a Party may independently settle a Claim or the portion of a Claim which is
attributable to its Participating Interest share alone as long as that settlement does not directly
adversely affect the interest or rights of the other Participating Parties. Charges for services
performed by the legal staff of a Party shall be made in accordance with Exhibit “C”, but all other
expenses incurred by the Operator in the prosecution or defense of Claims for the Parties,
together with the amount paid to discharge a final judgment, are costs and shall be paid by the
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Model Form of Offshore Operating Agreement
Parties in proportion to their Participating Interest share in the activity or operation out of which the
Claim arose. The employment of outside counsel, but not the selection of that counsel, requires
approval by vote of the Participating Parties in the activity or operation out of which the Claim
arose. If the use of outside counsel is approved, the fees and expenses incurred as a result
thereof shall be charged to the Parties in proportion to their Participating Interest share in the
activity or operation out of which that Claim arose. Each Party has the right to hire its own outside
counsel at its sole cost with respect to its own defense.
19.5 Liability for Damages
UNLESS SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT, LIABILITY FOR
LOSSES, DAMAGES, COSTS, EXPENSES OR CLAIMS INVOLVING ACTIVITIES OR
OPERATIONS UNDER THIS AGREEMENT OR AFFECTING THE LEASE WHICH ARE NOT
COVERED BY OR IN EXCESS OF THE INSURANCE CARRIED FOR THE JOINT ACCOUNT
SHALL BE BORNE BY EACH PARTY IN PROPORTION TO ITS PARTICIPATING INTEREST
SHARE IN THE ACTIVITY OR OPERATION OUT OF WHICH THAT LIABILITY ARISES,
EXCEPT TO THE EXTENT LIABILITY RESULTS FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF A PARTY, IN WHICH CASE THAT PARTY SHALL BE SOLELY
RESPONSIBLE FOR LIABILITY RESULTING FROM ITS GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
19.6 Indemnification for Non-Consent Operations
TO THE EXTENT ALLOWED BY LAW, THE PARTICIPATING PARTIES WILL HOLD THE
NON-PARTICIPATING PARTIES (AND THEIR AFFILIATES, AGENTS, INSURERS,
DIRECTORS, OFFICERS, AND EMPLOYEES) HARMLESS AND RELEASE, DEFEND, AND
INDEMNITY THEM AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, REGULATORY
DECREES, AND LIENS FOR ENVIRONMENTAL POLLUTION AND PROPERTY DAMAGE OR
PERSONAL INJURY, INCLUDING SICKNESS AND DEATH, CAUSED BY OR OTHERWISE
ARISING OUT OF NON-CONSENT OPERATIONS, AND ANY LOSS AND COST SUFFERED
BY A NON-PARTICIPATING PARTY AS AN INCIDENT THEREOF, EXCEPT WHERE THAT
LOSS OR COST RESULTS FROM THE SOLE, CONCURRENT, OR JOINT NEGLIGENCE,
FAULT OR STRICT LIABILITY OF THAT NON-PARTICIPATING PARTY, IN WHICH CASE
EACH PARTY SHALL PAY OR CONTRIBUTE TO THE SETTLEMENT OR SATISFACTION OF
JUDGMENT IN THE PROPORTION THAT ITS NEGLIGENCE, FAULT OR STRICT LIABILITY
CAUSED OR CONTRIBUTED TO THE INCIDENT. IF AN INDEMNITY IN THIS AGREEMENT
IS DETERMINED TO VIOLATE LAW OR PUBLIC POLICY, THAT INDEMNITY SHALL THEN
BE ENFORCEABLE ONLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
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19.7 Damage to Reservoir, Loss of Reserves and Profit
NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT, OTHER THAN
ARTICLES 10.8.6 AND 11.8.6, IF SELECTED, NO PARTY IS LIABLE TO ANY OTHER PARTY
FOR DAMAGE TO A RESERVOIR, LOSS OF HYDROCARBONS, LOSS OF PROFITS, OR
OTHER CONSEQUENTIAL DAMAGES, DAMAGES FOR BUSINESS INTERRUPTION, OR
PUNITIVE DAMAGES, EXCEPT TO THE EXTENT THAT THE DAMAGE OR LOSS ARISES
FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN WHICH CASE
THAT PARTY SHALL BE SOLELY RESPONSIBLE FOR DAMAGE OR LOSS ARISING FROM
ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; NOR DOES A PARTY INDEMNIFY
ANY OTHER PARTY FOR THAT DAMAGE OR LOSS.
19.8 Non-Essential Personnel
A NON-OPERATOR THAT REQUESTS TRANSPORTATION OR ACCESS TO A DRILLING
RIG, PLATFORM, VESSEL, OR OTHER FACILITY USED FOR ACTIVITIES OR OPERATIONS
UNDER THIS AGREEMENT SHALL HOLD THE OTHER PARTIES HARMLESS AND SHALL
RELEASE, DEFEND, AND INDEMNIFY THEM AGAINST (I) ALL CLAIMS, DEMANDS, AND
LIABILITIES FOR PROPERTY DAMAGE AND (II) ALL CLAIMS, DEMANDS, AND LIABILITIES
FOR ANY LOSS OR COST SUFFERED BY A PARTY AS AN INCIDENT THEREOF,
INCLUDING, BUT NOT LIMITED TO, INJURY, SICKNESS AND DEATH, CAUSED BY OR
OTHERWISE ARISING OUT OF THAT TRANSPORTATION OR ACCESS, OR BOTH, EXCEPT
TO THE EXTENT THAT LOSS OR COST RESULTS FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE PARTY SO INDEMNIFIED AND PROTECTED.
 [Optional provision; check if Article 19.9 (Dispute Resolution Procedure) is to be applicable.]
19.9 Dispute Resolution Procedure
Any claim, controversy or dispute arising out of, relating to, or in connection with this Agreement
or an activity or operation conducted under this Agreement shall be resolved under the Dispute
Resolution Procedure in Exhibit "H" to this Agreement.
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Model Form of Offshore Operating Agreement
ARTICLE 20
INTERNAL REVENUE PROVISION
Appropriate provisions should be selected from the following alternatives:
(Check One Alternative:)
Alternative No. 1: ELECTION OUT OF TAX PARTNERSHIP.
20.1 Internal Revenue Provision
Notwithstanding any provision in this Agreement to the effect that the rights and liabilities of the
Parties are several, not joint or collective, and that the Agreement and the activities and
operations under this Agreement do not constitute a partnership under state law, each Party
elects to be excluded from the application of all or any part of the provisions of Subchapter K,
Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended, or similar provisions of
applicable state laws regardless of whether for federal income tax purposes this Agreement and
the activities and operations under this Agreement are regarded as a partnership.
Alternative No. 2: ELECTION TO BE TAXED AS A PARTNERSHIP.
20.2 Internal Revenue Provision
Notwithstanding any provision in this Agreement to the effect that the rights and liabilities of the
Parties are several, not joint or collective, and that this Agreement and the activities and
operations under this Agreement do not constitute a partnership under state law, each Party
elects not to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, Internal
Revenue Code of 1986, as amended, and similar provisions of applicable state laws.
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ARTICLE 21
CONTRIBUTIONS
21.1 Notice of Contributions Other Than Advances for Sale of Production
Each Party shall promptly notify the other Parties of all offers of contributions that it may obtain, or
contributions it is attempting to obtain, for the drilling of a well or the conducting of an operation on
the Lease. Payments received as consideration for entering into a contract for the sale of
Hydrocarbon production from the Lease, loans, and other financial arrangements shall not be
considered contributions for the purpose of this Article 21. No Party shall release or obligate itself
to release Confidential Data in return for a contribution from a third party without prior written
consent of the Participating Parties or Parties having the right to participate in the well.
21.2 Cash Contributions
If a Party receives a cash contribution for drilling a well on the Lease or conducting an activity or
operation on the Lease, the cash contribution shall be paid to Operator, and Operator shall credit
the amount thereof to the Parties in proportion to their Participating Interests in the well or the
Platform and/or Development Facilities. If the well is a Non-consent Well, the amount of the
contribution shall be deducted from the cost specified in Article 13.2.1(a) before computation of
the amount to be recouped out of Hydrocarbon production.
21.3 Acreage Contributions
If a Party receives an acreage contribution for the drilling of a well on the Lease, the acreage
contribution shall be shared by each Participating Party that accepts it in proportion to its
Participating Interest in the well. As between the Participating Parties, this Agreement shall apply
separately to the acreage.
ARTICLE 22
DISPOSITION OF PRODUCTION
22.1 Take-in-Kind Facilities
Subject to Article 22.2, a Party may, at its sole cost and risk, construct Take-in-Kind Facilities to
take its share of Hydrocarbon production in kind.
22.2 Duty to Take in Kind
Each Party shall own and, at its own cost and risk, shall take in kind or separately dispose of its
share of the oil, gas, and condensate produced and saved from the Lease, exclusive of
Hydrocarbon production used by Operator in activities or operations conducted under this
Agreement, subject to this Article 22. In order to avoid interference with operations on or
regarding the Platform, the Development Facilities, and the Lease, a Party exercising its right to
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Model Form of Offshore Operating Agreement
construct Take-in Kind Facilities (“the Take in Kind Party”) shall provide the Operator with a list of
equipment it deems necessary for its Take in Kind Facilities (“the components”) along with its
notice informing the Operator of its election to take in kind. If the Operator agrees to install and
operate the Take-in Kind Facilities, the Operator shall purchase the components and install it on
behalf of the Take in Kind Party at the Take in Kind Party’s sole risk and cost, including, but not
limited to, any fees, penalties or other costs incurred as a result of any cancellation of placed
orders as may be requested by the Take in Kind Party. The Operator shall provide the Take in
Kind Party with monthly updates on the progress of the ordering and installation of the Take in
Kind Facilities. The Operator, based on the instructions of Take in Kind Party, shall install and
operate all of the components. The Operator shall not be responsible for any losses or damages
to the components or the Take in Kind Party’s Hydrocarbon production metered, treated,
processed or transported by the components unless such losses or damages are the result of the
Operator’s gross negligence or willful misconduct. If the Operator refuses or fails to install the
Take-in Kind Facilities by _____ (__) days prior to the deadline provided in Section 12.4, the
Take-in Kind Party shall have the right to install and operate the Take-in Kind Facilities providing
that such operations do not interfere with existing operations or proposed operations that have
been approved under terms of this Agreement.
22.3 Failure to Take Oil and Condensate in Kind
Notwithstanding Article 22.2 (Duty to Take in Kind), if a Party fails to take in kind or dispose of its
share of the oil or condensate, Operator shall have the right, but not the obligation, subject to
revocation at will by the Party owning the Hydrocarbon production, to purchase for its own
account, sell to others, or otherwise dispose of all or part of the Hydrocarbon production at the
same price at which Operator calculates and pays lessor’s royalty on its own portion of the oil or
condensate. Operator shall notify the non-taking Party when the option is exercised. A purchase
or sale by Operator of any other Party’s share of the oil or condensate shall be for such
reasonable periods of time as are consistent with the minimum needs of the industry under the
circumstances, but in no event shall a contract be for a period in excess of one (1) year.
Proceeds of the oil or condensate purchased, sold, or otherwise disposed of by Operator under
this Article 22.3 shall be paid to the Party that had, but did not exercise, the right to take in kind
and separately dispose of the oil or condensate. Operator, in disposing of another Party’s oil or
condensate, shall not be responsible for making any filing with regulatory agencies not required by
law to be made by it in respect to another Party’s share of oil or condensate. Unless required by
governmental authority having jurisdiction or by judicial process, no Party shall be forced to share
an available market with a non-taking Party.
22.4 Failure to Take Gas in Kind
Article 22.3 (Failure to Take Oil and Condensate in Kind) shall not apply to gas produced from the
Lease. In no event shall Operator be responsible for, or obligated to dispose of, another Party’s
share of gas production. If for any reason a Party fails to take or market its full share of gas as
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produced, that Party may later take, market, or receive a cash accounting for its full share in
accordance with Exhibit “E”.
22.5 Expenses of Delivery in Kind
A cost that is incurred by Operator in making delivery of a Party’s share of Hydrocarbons or
disposing of same shall be paid by the Party.
ARTICLE 23
APPLICABLE LAW
23.1 Applicable Law
THIS AGREEMENT AND THE RELATIONSHIP OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY AND INTERPRETED UNDER FEDERAL LAWS AND LAWS OF
THE STATE OF , WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS THAT WOULD OTHERWISE REFER THE MATTER TO THE LAWS OF ANOTHER
JURISDICTION.
ARTICLE 24
LAWS, REGULATIONS, AND NONDISCRIMINATION
24.1 Laws and Regulations
This Agreement and operations under this Agreement are subject to all applicable laws, rules,
regulations, and orders by all governmental authorities claiming jurisdiction now and in the future.
A provision of this Agreement found to be contrary to or inconsistent with any such law, rule,
regulation, or order shall be deemed to have been modified accordingly.
24.2 Nondiscrimination
In performing work under this Agreement, the Parties shall comply and Operator shall require
each independent contractor to comply with the governmental requirements in Exhibit “D” and with
Articles 202(1) to (7), inclusive of Executive Order 11246, as amended.
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ARTICLE 25
FORCE MAJEURE
25.1 Force Majeure
If a Party is unable, wholly or in part because of a Force Majeure, to carry out its obligations under
this Agreement, other than the obligation to make money payments, that Party shall give the other
Parties prompt written notice of the Force Majeure with full particulars about it. Effective upon the
date notice is given, the obligations of the Party, so far as they are affected by the Force Majeure,
shall be suspended during, but no longer than, the continuance of the Force Majeure. Time is of
the essence in the performance of this Agreement, and every reasonable effort will be made by
the Party to avoid delay or suspension of any work or acts to be performed under this Agreement.
The requirement that the Force Majeure be remedied with all reasonable dispatch shall not
require a Party to settle strikes or other labor difficulties.
ARTICLE 26
SUCCESSORS, ASSIGNS, [AND PREFERENTIAL RIGHTS]
26.1 Transfer of Interest
Except as provided in 26.1.1 (Exceptions to Transfer Notice), a Transfer of Interest shall be
preceded by written notice to the Operator and the other Parties (“the transfer notice”). Any
Transfer of Interest shall be made to a party financially capable of assuming the corresponding
obligations under this Agreement. No Transfer of Interest shall release a Party from its
obligations and liabilities under this Agreement, and the security rights under Article 8.6 (Security
Rights) shall continue to burden the Working Interest transferred and to secure the payment of
those obligations and liabilities.
26.1.1 Exceptions to Transfer Notice
Notwithstanding any contrary provision of this Agreement, the transfer notice is not
required when a Party proposes to mortgage, pledge, hypothecate or grant a security
interest in all or a portion of its Working Interest (including Assignments of Hydrocarbon
production executed as further security for the debt secured by that security device), any
wells, Platforms, Development Facilities or other equipment. However, an encumbrance
arising from the financing transaction shall be expressly made subject and subordinated
to this Agreement.
26.1.2 Effective Date of Transfer of Interest
A Transfer of Interest becomes effective ________ ( ) days after the day all Parties
are in receipt of the transfer notice. No Transfer of Interest, other than those provided in
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Article 15.1 (Right to Withdraw) and Article 26.1.1 (Exceptions to Prior Written Notice), is
binding upon the Parties unless and until (i) the assignor or assignee provides all
remaining Parties with a photocopy of a fully executed Transfer of Interest, an executed
MMS “Designation of Operator" form and a designation of oil spill responsibility form and
(ii) evidence of receipt of all necessary approvals by the MMS. The Parties shall promptly
undertake all reasonable actions necessary to secure those approvals and shall execute
and deliver all documents necessary to effectuate that Transfer of Interest. All costs
attributable to a Transfer of Interest are the sole obligation of the assigning Party.
26.1.3 Form of Transfer of Interest
Any Transfer of Interest shall incorporate provisions that the Transfer of Interest is
subordinate to and made expressly subject to this Agreement and provide for the
assumption by the assignee of the performance of all of the assigning Party's obligations
under this Agreement. Any Transfer of Interest not in compliance with this provision is
voidable by the non-assigning Parties.
26.1.4 Warranty
Any Transfer of Interest, vesting or relinquishment of Working Interest between the
Parties under this Agreement shall be made without warranty of title. All liens, charges,
and other encumbrances, including but not limited to overriding royalties, net profits
interest and production payments, which a Party placed (or caused to be placed) on its
Working Interest shall be fully satisfied or released prior to the effective date of a Transfer
of Interest, vesting or relinquishment of Working Interest between that Party and another
Party under this Agreement (unless the other Party is willing to accept the Working
Interest subject to those liens, charges, and other encumbrances).
 [Optional provision; check if Article 26.2 (Preferential Right to Purchase) is to be
applicable.]
26.2 Preferential Right to Purchase
Any Transfer of Interest shall be subject to the following provisions:
26.2.1 Notice of Proposed Transfer of Interest
The transfer notice shall provide full information about the proposed Transfer of Interest,
including, but not limited to, the name and address of the prospective assignee (who must
be ready, willing, and able to acquire the interest and deliver the stated consideration
therefor), the full consideration for the Transfer of Interest, and all other terms of the offer.
 [Optional provision; check if the following to be applicable.]
In the case of a sale of oil and gas interests that includes all or part of the assigning
Party's Working Interest, or if the proposed Transfer of Interest is structured as a like-kind
exchange, the Working Interest that is subject to the Transfer of Interest shall be
separately valued and the transfer notice shall state the monetary value attributed to the
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Working Interest by that prospective assignee. Article 26.2 (Preferential Right to
Purchase) shall apply only to the Working Interest that is subject to the Transfer of
Interest.
26.2.2 Exercise of Preferential Right to Purchase
Within twenty (20) days from receipt of the transfer notice, each non-assigning Party may
exercise its preferential right to purchase its Participating Interest share of the Working
Interest offered (on the same terms and conditions, or on equivalent terms for a non-cash
transaction as stated in the notice) without reservations or conditions by written notice of
that fact to all of the Parties. If one or more non-assigning Parties, but not all non-
assigning Parties, exercise their preferential right to purchase (the “Acquiring Parties”),
then within fifteen (15) days of the termination of the twenty (20) day notice period set
forth in the previous sentence, each Acquiring Party may exercise its preferential right to
purchase its Participating Interest share of the Working Interest offered based on its
Participating Interest share as a non-assigning Party or based on its Participating Interest
share as an Acquiring Party. If within the fifteen (15) day notice period set forth in the
previous sentence an Acquiring Party does not exercise its preferential right to purchase
its Participating Interest share of the Working Interest offered based on its Participating
Interest share as an Acquiring Party but does exercise its preferential right to purchase its
Participating Interest share of the Working Interest offered based on its Participating
Interest share as a non-assigning Party, then the other Acquiring Parties shall have ten
(10) days in which to agree to pay the remainder of the full consideration for the Transfer
of Interest and notify the assigning Party of that fact. If within the ten (10) day period set
forth in the previous sentence the other Acquiring Parties do not agree to pay the
remainder of the full consideration for the Transfer of Interest, or if the other Acquiring
Parties do agree to pay the remainder of the full consideration for the Transfer of Interest
but do not notify the assigning Party of the fact, the assigning Party shall be free to
complete the proposed conveyance on the terms disclosed in the notice. If the non-
assigning Parties or the Acquiring Parties agree to pay the full consideration for the
Transfer of Interest and accept all of the other terms of the third party offer, the assigning
Party shall transfer the Working Interest to the non-assigning Parties or Acquiring Parties
who exercised their preferential right to purchase under this Article 26 (Successors,
Assigns, [and Preferential Rights]). The Transfer of Interest shall be concluded within a
reasonable time, but no later (___) days after the applicable period in which
the non-assigning Parties or Acquiring Parties may exercise their preferential right to
purchase.
26.2.3 Transfer of Interest Not Affected by the Preferential Right to Purchase
Article 26.2 (Preferential Right to Purchase) shall not apply when a Party proposes to:
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(a) mortgage, pledge, hypothecate or grant a security interest in all or a portion of its
Working Interest (including assignments of Hydrocarbon production executed as
further security for the debt secured by that security device), or
(b) grant an overriding royalty, a net profits interest, or a production payment
(c) dispose of its Working Interest by:
[Items (1), (2), and (3) are optional; check if they are to be applicable.]
 (1) a package sale of oil and gas interests that includes all or part of the
assigning Party's Working Interest;
 (2) a simultaneous like-kind exchange under Section 1031 of the Internal
Revenue Code of 1986, as amended, (“Code”);
 (3) a property exchange transaction other than a non-simultaneous like-
kind exchange under Section 1031 of the Code;
(4) a merger, reorganization, or consolidation;
(5) a Transfer of Interest of substantially all of a Party's exploration and
production properties in the Gulf of Mexico; or
(6) a Transfer of Interest to an Affiliate, provided that there is included in
the Transfer of Interest a provision that if for any reason the assignee
ceases to be an Affiliate of the Transferring Party within (__)
years after Transfer of Interest, those rights shall be immediately
reassigned to the original Party before the assignee ceases to be an
Affiliate, and that all rights of the assignee in the Lease shall terminate if
the re-assignment does not take place.
26.2.4 Completion of Transfer of Interest
If the proposed Transfer of Interest is not executed and filed of record with the MMS
within ______ (___) months after receipt of the transfer notice by the non-assigning
Parties, or if the terms of the proposed Transfer of Interest conveyance are materially
altered, the proposed Transfer of Interest shall be deemed withdrawn, and the Working
Interest included in the proposed Transfer of Interest shall again be governed by this
Article 26.2 (Preferential Right to Purchase).
ARTICLE 27
ADMINISTRATIVE PROVISIONS
27.1 Term
This Agreement shall remain in effect so long as a Lease remains in effect and thereafter until (a)
all wells have been abandoned and plugged or turned over to the Parties owning an interest in the
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Lease on which the wells are located; (b) all Platforms, Development Facilities, and equipment
have been disposed by the Operator in accordance with Article 14 (Abandonment, Salvage, and
Surplus); (c) all Claims as defined in Article 19 (Liability, Claims, and Lawsuits) have been settled
or otherwise disposed of; and (d) there has been a final accounting and settlement by all Parties.
In accordance with Article 4.5 (Selection of Successor Operator), this Agreement will terminate if
no Party is willing to become Operator, effective after all conditions in clauses (a) through (d)
above have been completed. In accordance with Article 15.2.1 (Unanimous Withdrawal), this
Agreement will terminate if all Parties elect to withdraw, effective after all conditions in clauses (a)
through (d) above have been completed. Termination of this Agreement shall not relieve a Party
of a liability or obligation accrued or incurred before termination and is without prejudice to all
continuing confidentiality obligations or other obligations in this Agreement.
27.2 Waiver
A term, provision, covenant, representation, warranty, or condition of this Agreement may be
waived only by written instrument executed by the Party waiving compliance. The failure or delay
of a Party in the enforcement or exercise of the rights granted under this Agreement shall not
constitute a waiver of said rights nor shall it be considered as a basis for estoppel. Time is of the
essence in the performance of this Agreement and all time limits shall be strictly construed and
enforced.
27.3 Waiver of Right to Partition
Each Party waives the right to bring an action for partition of its interest in the Lease, wells,
Platform, Development Facilities, and other equipment held under this Agreement, and covenants
that during the existence of this Agreement it shall not resort at any time to an action at law or in
equity to partition any or all of the Leases and lands or personal property subject to this
Agreement.
27.4 Compliance With Laws and Regulations
This Agreement, and all activities or operations conducted by the Parties under this Agreement,
are expressly subject to, and shall comply with, all laws, orders, rules, and regulations of all
federal, state, and local governmental authorities having jurisdiction over the Lease.
27.4.1 Severance of Invalid Provisions
If, for any reason and for so long as, a clause or provision of this Agreement is held by a
court of competent jurisdiction to be illegal, invalid, unenforceable or unconscionable
under a present or future law (or interpretation thereof), the remainder of this Agreement
will not be affected by that illegality or invalidity. An illegal or invalid provision will be
deemed severed from this Agreement, as if this Agreement had been executed without
the illegal or invalid provision. The surviving provisions of this Agreement will remain in
full force and effect unless the removal of the illegal or invalid provision destroys the
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legitimate purposes of this Agreement; in which event this Agreement shall be null and
void.
27.4.2 Fair and Equal Employment
Each of the Parties is an Equal Opportunity Employer, and the equal opportunity
provisions of 30 CFR 270 and 41 CFR 60-1, as amended or modified, are incorporated in
this Agreement by reference. The affirmative action clauses concerning disabled
veterans and veterans of the Vietnam era (41 CFR 60-250) and the affirmative action
clauses concerning employment of the handicapped (41 CFR 60-741) are also
incorporated in this Agreement by reference. In performing work under this Agreement,
the Parties shall comply with (and the Operator shall require each independent contractor
to comply with) the governmental requirements in Exhibit "E" that pertain to non-
segregated facilities.
27.5 Construction and Interpretation of this Agreement
27.5.1 Headings for Convenience
Except for the definition headings in Article 2 (Definitions), all the table of contents,
captions, numbering sequences, and paragraph headings in this Agreement are inserted
for convenience only and do not define, expand or limit the scope, meaning, or intent of
this Agreement.
27.5.2 Article References
Except as otherwise provided in this Agreement, each reference to an article of this
Agreement includes all of the referenced article and its sub-articles.
27.5.3 Gender and Number
The use of pronouns in whatever gender or number is a proper reference to the Parties to
this Agreement though the Parties may be individuals, business entities, or groups
thereof. Reference in this Agreement to the singular of a noun or pronoun includes the
plural and vice versa.
27.5.4 Future References
A reference to a Party includes such Party's successors and assigns and, in the case of
governmental bodies, persons succeeding to their respective functions and capacities.
27.5.5 Currency
Any amounts due or payable under this Agreement shall be paid in United States
currency.
27.5.6 Optional Provisions
In the event that any “Optional” provision of this Agreement is not adopted by the Parties
to this Agreement by a typed, printed or handwritten indication, such provision shall not
form a part of this Agreement, and no inference shall be made concerning the intent of
the Parties in regard to the subject matter of the “Optional” provision
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27.5.7 Joint Preparation
This Agreement shall be deemed for all purposes to have been prepared through the joint
efforts of the Parties and shall not be construed for or against one Party or the other as a
result of the preparation, submittal, drafting, execution or other event of negotiation
hereof.
27.5.8 Integrated Agreement
This Agreement contains the final and entire agreement of the Parties for the matters
covered by this Agreement and, as such, supersedes all prior written or oral
communications and agreements. This Agreement may not be modified or changed
except by written amendment signed by the Parties.
27.5.9 Binding Effect
To the extent it is assignable, this Agreement shall bind and inure to the benefit of the
Parties and their respective successors and assigns, and shall constitute a covenant
running with the land comprising the Lease. This Agreement does not benefit or create
any rights in a person or entity that is not a Party to this Agreement.
27.5.10 Further Assurances
Each Party will take all actions necessary and will sign all documents necessary to
implement this Agreement. Except as otherwise provided in this Agreement, within (30)
days after their receipt of a valid written request for those documents from a Party, all
other Parties shall prepare and execute the documents.
27.5.11 Counterpart Execution
This Agreement may be executed by signing the original or a counterpart. If this
Agreement is executed in counterparts, all counterparts taken together shall have the
same effect as if all Parties had signed the same agreement. No Party shall be bound to
this Agreement until all Parties have executed a counterpart or the original of this
Agreement. This Agreement may also be ratified by a separate instrument that refers to
this Agreement and adopts by reference all provisions of this Agreement. A ratification
shall have the same effect as an execution of this Agreement.
27.6 Restricted Bidding
If more than one Party is ever on the list of restricted joint bidders for Outer Continental Shelf
(“OCS”) lease sales, as issued by the MMS under 30 CFR 256.44, as amended, the Parties shall
comply with all statutes and regulations regarding restricted joint bidders on the OCS.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the day and year first
above written.
WITNESSES: (Insert Company Name)
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______________________________________ By: ____________________________________
______________________________________ Title ____________________________________
(Insert Company Name)
______________________________________ By: _____________________________________
______________________________________ Title: ___________________________________
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